Common use of Cross-Guaranty Clause in Contracts

Cross-Guaranty. Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and each Lender and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities owed or hereafter owing to Agent and each Lender by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 shall not be discharged until payment and performance, in full, of the Liabilities has occurred, and that its obligations under this Section 11 shall be absolute and unconditional, irrespective of, and unaffected by, the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement or any other agreement, document or instrument to which any Borrower is or may become a party; the absence of any action to enforce this Agreement (including this Section 11) or any other Ancillary Agreement or the waiver or consent by Agent and each Lender with respect to any of the provisions thereof; the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities or any action, or the absence of any action, by Agent and each Lender in respect thereof (including the release of any such security); the insolvency of any Borrower; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities guaranteed hereunder.

Cross-Guaranty. Each Borrower of You hereby agrees that such Borrower is You are jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent Us and each Lender and their Our respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, of all Liabilities Secured Obligations owed or hereafter owing to Agent and each Lender Us by each the other Borrowerof You. Each Borrower of You agrees that its Your guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its Your obligations under this Section 11 shall not be discharged until payment and performance, in full, of the Liabilities Secured Obligations, other than inchoate indemnity obligations, has occurred, and that its Your obligations under this Section 11 shall be absolute and unconditional, irrespective of, and unaffected by, : • the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement Loan Document or any other agreement, document or instrument to which any Borrower is of You are or may become a party; • the absence of any action to enforce this Agreement (including this Section 11Section) or any other Ancillary Agreement Loan Document or the waiver or consent by Agent and each Lender Us with respect to any of the provisions thereof; • the existence, value or condition of, or failure to perfect its Our Lien against, any security for the Liabilities Secured Obligations or any action, or the absence of any action, by Agent and each Lender Us in respect thereof (including the release of any such security); • the insolvency of any Borrowerof You; or • any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower of You shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities Secured Obligations guaranteed hereunder.

Cross-Guaranty. Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Administrative Agent and each Lender Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities Obligations owed or hereafter owing to Administrative Agent and each Lender Lenders by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 14 shall not be discharged until payment and performance, in full, of the Liabilities Obligations has occurred, and that its obligations under this Section 11 14 shall be absolute and unconditional, irrespective of, and unaffected by, (i) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party; (ii) the absence of any action to enforce this Agreement (including this Section 1114) or any other Ancillary Agreement Loan Document or the waiver or consent by Administrative Agent and each Lender Lenders with respect to any of the provisions thereof; (iii) the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities Obligations or any action, or the absence of any action, by Administrative Agent and each Lender Lenders in respect thereof (including the release of any such security); (iv) the insolvency of any BorrowerLoan Party; or (v) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities Obligations guaranteed hereunder.

Cross-Guaranty. Each Borrower of the Borrowers hereby agrees agree that such Borrower is the Borrowers are jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and each Lender and their respective its successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities owed or hereafter owing to Agent and each Lender by each other Borrower. Each Borrower agrees of the Borrowers agree that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 12 shall not be discharged until indefeasible payment and performance, in full, of the Liabilities has occurred, and that its obligations under this Section 11 12 shall be absolute and unconditional, irrespective of, and unaffected by, the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement Related Document or any other agreement, document or instrument to which any Borrower Borrowers is or may become a party; the absence of any action to enforce this Agreement (including this Section 1112) or any other Ancillary Agreement Related Document or the waiver or consent by Agent and each Lender with respect to any of the provisions thereof; the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities or any action, or the absence of any action, by Agent and each Lender in respect thereof (including the release of any such security); the insolvency of any BorrowerBorrowers; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower of the Borrowers shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities guaranteed hereunder.

Cross-Guaranty. Each Borrower hereby agrees that such Borrower is Guarantor unconditionally guarantees, as a primary obligor and not merely as a surety, jointly and severally liable forwith the other Guarantor, (a) the due and punctual payment of (i) the principal of and premium, if any, and hereby absolutely interest on the Loans, when and unconditionally guarantees to Agent and each Lender and their respective successors and assignsas due, the full and prompt payment (whether at stated maturity, by acceleration acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations (other than those referred to in the preceding clause (i)) of the Borrowers under the Loan Documents and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers under or pursuant to the Loan Documents (collectively, the "Obligations"). Each Guarantor further agrees that the Obligations may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of, all Liabilities owed payment from and protest to the Borrowers of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of a Guarantor hereunder shall not be affected by (a) the failure of any Lender or hereafter owing the Administrative Agent to Agent and each assert any claim or demand or to enforce any right or remedy against the Borrowers or the other Guarantor under the provisions of this Agreement or any of the other Loan Documents or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents, any guarantee or any other agreement; or (c) the failure of any Lender by each to exercise any right or remedy against any other Borrowerguarantor of the Obligations. Each Borrower Guarantor further agrees that its guaranty obligation hereunder is guarantee constitutes a continuing guaranty guarantee of payment and performance when due and not of collection, and waives any right to require that its any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor or any Borrower or any other person. The obligations under this Section 11 of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged until payment and performance, in full, or impaired or otherwise affected by the failure of the Liabilities has occurred, and that its obligations Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Section 11 shall be absolute and unconditional, irrespective of, and unaffected by, the genuineness, validity, regularity, enforceability Agreement or under any future amendment of, or change in, this Agreementother Loan Document, any other Ancillary Agreement guarantee or any other agreement, document by any waiver or instrument to which any Borrower is or may become a party; the absence modification in respect of any action thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or by any other act or omission which may or might in any manner or to enforce this Agreement (including this Section 11) any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any other Ancillary Agreement part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by the waiver Administrative Agent or consent by Agent and each any Lender with respect to upon the bankruptcy or reorganization of any of the provisions thereof; Borrowers or otherwise. In furtherance of the existenceforegoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against any Guarantor by virtue hereof, value upon the failure of a Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or condition ofotherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or failure cause to perfect its Lien againstbe paid, any security for in cash the Liabilities or any actionamount of such unpaid Obligations, and thereupon each Lender shall, in a reasonable manner, assign the amount of the Obligations owed to it and paid by such Guarantor pursuant to this guarantee to such Guarantor, such assignment to be pro tanto to the extent to which the Obligations in question were discharged by such Guarantor, or the absence make such disposition thereof as such Guarantor shall direct (all without recourse to any Lender and without any representation or warranty by any Lender). Upon payment by a Guarantor of any actionsums as provided above, by Agent and each Lender in respect thereof (including the release all rights of any such security); the insolvency of any Guarantor against a Borrower; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect the case may be, arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the Liabilities guaranteed hereunderprior indefeasible payment in full of all the Obligations to the Lenders.

Cross-Guaranty. Each Borrower Issuer hereby agrees that such Borrower Issuer is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and each Lender Purchaser and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities obligations owed or hereafter owing to Agent and each Lender Purchaser by each other BorrowerIssuer (the "Liabilities"). Each Borrower Issuer agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations Liabilities under this Section 11 9 shall not be discharged until payment and performance, in full, of the Liabilities has occurred, and that its obligations under this Section 11 9 shall be absolute and unconditional, irrespective of, and unaffected by, the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Transaction Agreement or any other agreement, document or instrument to which any Borrower Issuer is or may become a party; the absence of any action to enforce this Agreement (including this Section 119) or any other Ancillary Transaction Agreement or the waiver or consent by Agent and each Lender Purchaser with respect to any of the provisions thereof; the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities or any action, or the absence of any action, by Agent and each Lender Purchaser in respect thereof (including the release of any such security); the insolvency of any BorrowerIssuer; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower Issuer shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities guaranteed hereunder.

Cross-Guaranty. Each Borrower Qualified ECP Guarantor hereby agrees that such Borrower is jointly and severally liable forabsolutely, unconditionally and hereby absolutely and unconditionally guarantees irrevocably undertakes to Agent and each Lender and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration provide such funds or otherwise) and performance of, all Liabilities owed or hereafter owing other support as may be needed from time to Agent and each Lender time by each other Borrower. Each Borrower agrees that Guarantor to honor all of its guaranty obligation hereunder is a continuing guaranty obligations under this Guarantee and Collateral Agreement in respect of payment and performance and not of collectionSwap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11 shall not be discharged until payment 2.9, or otherwise under this Guarantee and performanceCollateral Agreement, in full, of the Liabilities has occurredvoidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and that its not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11 2.9 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full (other than contingent or indemnification obligations not then asserted or due), no Letter of Credit (that is not cash collateralized or backstopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be absolute outstanding and unconditionalthe Commitments shall have been terminated, irrespective ofnotwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations. Each Qualified ECP Guarantor intends that this Section 2.9 constitute, and unaffected by, the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement or any other agreement, document or instrument to which any Borrower is or may become a party; the absence of any action to enforce this Agreement (including this Section 112.9 shall be deemed to constitute, an agreement for the benefit of each other Guarantor for purposes of Section 1a(18)(A)(v)(II) or any other Ancillary Agreement or the waiver or consent by Agent and each Lender with respect to any of the provisions thereof; the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities or any action, or the absence of any action, by Agent and each Lender in respect thereof (including the release of any such security); the insolvency of any Borrower; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities guaranteed hereunderCommodity Exchange Act.

Cross-Guaranty. Each U.S. Borrower hereby agrees that such U.S. Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and each Lender Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities Secured Obligations owed or hereafter owing to Agent and each Lender Lenders by each other U.S. Borrower and each U.K. Borrower. Each U.K. Borrower hereby agrees that such U.K. Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Secured Obligations owed or hereafter owing to Agent and Lenders by each other U.K. Borrower; it being understood that the U.K. Borrowers shall have no liability, direct or indirect, for the Secured Obligations of the U.S. Borrowers or the other U.S. Credit Parties hereunder or under any of the Loan Documents. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 12 shall not be discharged until payment and performance, in full, of the Liabilities Secured Obligations (in the case of any U.S. Borrower) or the Secured Obligations of the U.K. Borrowers (in the case of any U.K. Borrower) has occurred, and that its obligations under this Section 11 12 shall be absolute and unconditional, irrespective of, and unaffected by, the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement or any other agreement, document or instrument to which any Borrower is or may become a party; the absence of any action to enforce this Agreement (including this Section 11) or any other Ancillary Agreement or the waiver or consent by Agent and each Lender with respect to any of the provisions thereof; the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities or any action, or the absence of any action, by Agent and each Lender in respect thereof (including the release of any such security); the insolvency of any Borrower; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities guaranteed hereunder.,

Cross-Guaranty. Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and each Lender and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities owed or hereafter owing to Agent and each Lender by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 8 shall not be discharged until payment and performance, in full, of the Liabilities has occurred, and that its obligations under this Section 11 8 shall be absolute and unconditional, irrespective of, and unaffected by, the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement or any other agreement, document or instrument to which any Borrower is or may become a party; the absence of any action to enforce this Agreement (including this Section 11) 8) or any other Ancillary Agreement or the waiver or consent by Agent and each Lender with respect to any of the provisions thereof; the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities or any action, or the absence of any action, by Agent and each Lender in respect thereof (including the release of any such security); the insolvency of any Borrower; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities guaranteed hereunder.

Cross-Guaranty. Each Borrower of the Borrowers hereby agrees agree that such Borrower is the Borrowers are jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and each Lender and their respective its successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities Obligations owed or hereafter owing to Agent and each Lender by each other BorrowerBorrowers. Each Borrower agrees of the Borrowers agree that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 13 shall not be discharged until payment and performance, in full, of the Liabilities Obligations has occurred, and that its obligations under this Section 11 13 shall be absolute and unconditional, irrespective of, and unaffected by, the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement Loan Document or any other agreement, document or instrument to which any Borrower Borrowers is or may become a party; the absence of any action to enforce this Agreement (including this Section 1113) or any other Ancillary Agreement Loan Document or the waiver or consent by Agent and each Lender Bank with respect to any of the provisions thereof; the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities Obligations or any action, or the absence of any action, by Agent and each Lender Bank in respect thereof (including the release of any such security); the insolvency of any BorrowerBorrowers; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower of the Borrowers shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities Obligations guaranteed hereunder.

Cross-Guaranty. (a) Each Non-[*****] Borrower hereby agrees that such Borrower is jointly has entered into the Guaranty Agreement to guarantee to the Credit Parties the payment in full of all of the Obligations owed by each of the other Borrowers and severally liable for, the due performance by each of the other Borrowers of its respective duties and hereby absolutely covenants made in favor of the Credit Parties in this Agreement and unconditionally guarantees to Agent and each Lender and their respective successors and assigns, in the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance ofother Credit Documents, all Liabilities owed or hereafter owing to Agent on the terms and each Lender by each other Borrowerconditions set forth in the Guaranty Agreement. Each Non-[*****] Borrower agrees that neither its guaranty obligation hereunder is a continuing guaranty of payment Guarantee under the Guaranty Agreement nor the Credit Parties’ liens and performance and not of collection, that its obligations under this Section 11 shall not be discharged until payment and performance, rights in full, any of the Liabilities has occurred, and that its obligations under this Section 11 Collateral shall be absolute and unconditionalimpaired or affected by any modification, irrespective ofsupplement, and unaffected by, the genuineness, validity, regularity, enforceability extension or amendment of any future amendment of, contract or change in, this Agreement, any other Ancillary Agreement or any other agreement, document or instrument agreement to which the parties hereto may hereafter agree, nor by any Borrower is modification, release or may become a party; the absence other alteration of any action to enforce this Agreement (including this Section 11) or any other Ancillary Agreement or of the waiver or consent by Agent and each Lender rights of the Credit Parties with respect to any of the provisions thereof; Collateral, nor by any delay, extension of time, renewal, compromise or other indulgence granted by the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities or any action, Administrative Agent or the absence Lenders with respect to any of the Obligations, nor by any actionother agreements or arrangements whatever with the other Borrowers or with any other Person, by Agent and each Lender in respect thereof (including the release Non-[*****] Borrower hereby waiving all notice of any such security); delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectively as if it had expressly agreed thereto in advance. Except as may be expressly stated in this Agreement to the insolvency contrary, the liability of any Borrower; or each Non-[*****] Borrower hereunder is direct and unconditional as to all of the Obligations and may be enforced without requiring the Credit Parties first to resort to any other action right, remedy or circumstances that might otherwise constitute a legal or equitable discharge or defense security. For the avoidance of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor doubt no limitation set forth herein with respect to the Liabilities guaranteed hereunder[*****] Borrowers shall in any way alter, impair, limit, or discharge any liability or obligation on the part of any of the Non-[*****] Borrowers.

Cross-Guaranty. Each In order to induce the Lenders to extend credit to the Borrowers hereunder, but subject to the penultimate sentence of this Article XVI, each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and irrevocably and unconditionally guarantees to Agent guarantees, as a primary obligor and each Lender and their respective successors and assignsnot merely as a surety, the full payment when and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities owed or hereafter owing to Agent and each Lender by each other Borroweras due of the Secured Obligations. Each Borrower further agrees that the due and punctual payment of such Secured Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guaranty obligation guarantee hereunder is a continuing guaranty notwithstanding any such extension or renewal of any such Secured Obligation. Each Borrower waives presentment to, demand of payment from and performance protest to any Borrower of any of the Secured Obligations, and not also waives notice of collection, that acceptance of its obligations under this Section 11 and notice of protest for nonpayment. The obligations of each Borrower hereunder shall not be discharged until payment and performance, in full, affected by (a) the failure of the Liabilities has occurred, and that its obligations under this Section 11 shall be absolute and unconditional, irrespective of, and unaffected byAdministrative Agent, the genuineness, validity, regularity, enforceability Issuing Bank or any future amendment of, Lender to assert any claim or change in, demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement, any other Ancillary Agreement Loan Document or otherwise; (b) any extension or renewal of any of the Secured Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, or any other Loan Document or agreement; (d) any default, document failure or instrument delay, willful or otherwise, in the performance of any of the Secured Obligations; (e) the failure of the Administrative Agent to which take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Secured Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any Borrower is or may become a party; the absence of any action to enforce this Agreement (including this Section 11) or any other Ancillary Agreement guarantor of any of the Secured Obligations; (g) the enforceability or validity of the Secured Obligations or any part thereof or the waiver genuineness, enforceability or consent by Agent and each Lender validity of any agreement relating thereto or with respect to any of collateral securing the provisions thereof; the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities Secured Obligations or any actionpart thereof, or the absence of any action, by Agent and each Lender in respect thereof (including the release of any such security); the insolvency of any Borrower; or any other action invalidity or circumstances that unenforceability relating to or against any Borrower or any other guarantor of any of the Secured Obligations, for any reason related to this Agreement, any Hedging Agreement, any Treasury Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Borrower or any other guarantor of the Secured Obligations, of any of the Secured Obligations or otherwise affecting any term of any of the Secured Obligations; or (h) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such Borrower or otherwise constitute operate as a legal or equitable discharge or defense of a surety guarantor as a matter of law or guarantorequity or which would impair or eliminate any right of such Borrower to subrogation. Each Borrower further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Secured Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be regardedhad by the Administrative Agent, the Issuing Bank or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor of any Borrower or any other Person. The obligations of each Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Secured Obligations, any impossibility in the same positionperformance of any of the Secured Obligations or otherwise. Each Borrower further agrees that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Secured Obligations now or hereafter existing and shall continue to be effective or be reinstated, as principal debtor with respect the case may be, if at any time payment, or any part thereof, of any Secured Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is or must otherwise be restored or returned by the Administrative Agent, the Issuing Bank or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise (including pursuant to any settlement entered into by a Holder of Secured Obligations in its discretion). In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent, the Issuing Bank or any Lender may have at law or in equity against any Borrower by virtue hereof, upon the failure of any other Borrower to pay any Secured Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Borrower hereby promises to and will, upon receipt of written demand by the Administrative Agent, the Issuing Bank or any Lender, forthwith pay, or cause to be paid, to the Liabilities guaranteed hereunderAdministrative Agent, the Issuing Bank or any Lender in cash an amount equal to the unpaid principal amount of the Secured Obligations then due, together with accrued and unpaid interest thereon. Each Borrower further agrees that if payment in respect of any Secured Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York, Chicago or any other Eurocurrency Payment Office and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Secured Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent, the Issuing Bank or any Lender, disadvantageous to the Administrative Agent, the Issuing Bank or any Lender in any material respect, then, at the election of the Administrative Agent, such Borrower shall make payment of such Secured Obligation in Dollars (based upon the applicable Equivalent Amount in effect on the date of payment) and/or in New York, Chicago or such other Eurocurrency Payment Office as is designated by the Administrative Agent and, as a separate and independent obligation, shall indemnify the Administrative Agent, the Issuing Bank and any Lender against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by any Borrower of any sums as provided above, all rights of such Borrower against any Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all the Secured Obligations owed by such Borrower to the Administrative Agent, the Issuing Bank and the Lenders.

Cross-Guaranty. Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and each Lender Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities Obligations owed or hereafter owing to Agent and each Lender Lenders by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 10 shall not be discharged until payment and performance, in full, of the Liabilities Obligations has occurred, and that its obligations under this Section 11 10 shall be absolute and unconditional, irrespective of, and unaffected by, : (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party; (b) the absence of any action to enforce this Agreement (including this Section 1110) or any other Ancillary Agreement Loan Document or the waiver or consent by Agent and each Lender Lenders with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities Obligations or any action, or the absence of any action, by Agent and each Lender Lenders in respect thereof (including the release of any such security); (d) the insolvency of any BorrowerCredit Party; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities guaranteed hereunder.or

Cross-Guaranty. Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Administrative Agent and each Lender Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities Obligations owed or hereafter owing to Administrative Agent and each Lender Lenders by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 shall not be discharged until payment and performance, in full, of the Liabilities Obligations has occurred, and that its obligations under this Section 11 shall be absolute and unconditional, irrespective of, and unaffected by, : (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party; (b) the absence of any action to enforce this Agreement (including this Section 11) or any other Ancillary Agreement Loan Document or the waiver or consent by Administrative Agent and each Lender Lenders with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities Obligations or any action, or the absence of any action, by Administrative Agent and each Lender Lenders in respect thereof (including the release of any such security); (d) the insolvency of any BorrowerLoan Party; or (e) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorParent. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities Obligations guaranteed hereunder.

Cross-Guaranty. Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and each the Lender and their its respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities owed or hereafter owing to Agent and each Lender by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 12 shall not be discharged until payment and performance, in full, of the Liabilities has occurred, and that its obligations under this Section 11 12 shall be absolute and unconditional, irrespective of, and unaffected by, the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party; the absence of any action to enforce this Agreement (including this Section 1112) or any other Ancillary Agreement Loan Document or the waiver or consent by Agent and each Lender with respect to any of the provisions thereof; the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities or any action, or the absence of any action, by Agent and each Lender in respect thereof (including the release of any such security); the insolvency of any BorrowerCredit Party; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities Obligations guaranteed hereunder.

Cross-Guaranty. Each of Borrower and each Loan Agreement Guarantor hereby agrees that such Borrower it is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent Foothill and each Lender and their respective its successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities Obligations owed or hereafter owing to Agent and each Lender Foothill by each other Borrowerparty hereto. Each of Borrower and each Loan Agreement Guarantor agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 18 shall not be discharged until payment and performance, in full, of the Liabilities Obligations has occurred, and that its obligations under this Section 11 18 shall be absolute and unconditional, irrespective of, and unaffected by, (a) the genuineness, validity, regularityregularity , enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement loan Document or any other agreement, document or instrument to which any of Borrower or any Loan Agreement Guarantor is or may become a party; (b) the absence of any action to enforce this Agreement (including this Section 1118) or any other Ancillary Agreement Loan Document or the waiver or consent by Agent and each Lender Foothill with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its Foothill's Lien against, any security for the Liabilities Obligations or any action, or the absence of any action, by Agent and each Lender Foothill in respect thereof (including the release of any such security); (d) the insolvency commencement of an Insolvency Proceeding of any Borrowerof Borrower or any Loan Agreement Guarantor; or (e) any other action or circumstances that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each of Borrower and each Loan Agreement Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities Obligations guaranteed hereunder.

Cross-Guaranty. Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Administrative Agent and each Lender and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities Indebtedness owed or hereafter owing to Administrative Agent and each Lender by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 shall not be discharged until payment and performance, in full, of the Liabilities Indebtedness has occurred, and that its obligations under this Section 11 shall be absolute and unconditional, irrespective of, and unaffected by, the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement or any other agreement, document or instrument to which any Borrower is or may become a party; the absence of any action to enforce this Agreement (including this Section 11) or any other Ancillary Agreement or the waiver or consent by Administrative Agent and each Lender with respect to any of the provisions thereof; the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities Indebtedness or any action, or the absence of any action, by Administrative Agent and each Lender in respect thereof (including the release of any such security); the insolvency of any Borrower; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities Indebtedness guaranteed hereunder.

Cross-Guaranty. Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to the Agent and each Lender and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities owed or hereafter owing to Agent and each Lender by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 shall not be discharged until payment and performance, in full, of the Liabilities has occurred, and that its obligations under this Section 11 shall be absolute and unconditional, irrespective of, and unaffected by, the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement or any other agreement, document or instrument to which any Borrower is or may become a party; the absence of any action to enforce this Agreement (including this Section 11) or any other Ancillary Agreement or the waiver or consent by Agent and each Lender with respect to any of the provisions thereof; the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities or any action, or the absence of any action, by Agent and each Lender in respect thereof (including the release of any such security); the insolvency of any Borrower; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities guaranteed hereunder.

Cross-Guaranty. (a) Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and each Lender Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities Obligations owed or hereafter owing to Agent and each Lender Lenders by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 9.23 shall not be discharged until payment and performance, in full, of the Liabilities Obligations has occurred, and that its obligations under this Section 11 9.23 shall be absolute and unconditional, irrespective of, and unaffected by, by (i) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party; (ii) the absence of any action to enforce this Agreement (including this Section 119.23) or any other Ancillary Agreement Loan Document or the waiver or consent by Agent and each Lender Lenders with respect to any of the provisions thereof; (iii) the existence, value or condition of, or failure to perfect its Lien lien against, any security for the Liabilities Obligations or any action, or the absence of any action, by Agent and each Lender in respect thereof (including the release of any such security); (iv) the insolvency of any Borrower; or (v) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities guaranteed hereunder.

Cross-Guaranty. Each U.S. Borrower hereby agrees that such U.S. Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and each Lender Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities Obligations owed or hereafter owing to Agent and each Lender Lenders by each other U.S. Borrower and each U.K. Borrower. Each U.K. Borrower hereby agrees that such U.K. Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Agent and Lenders by each other U.K. Borrower; it being understood that the U.K. Borrowers shall have no liability, direct or indirect, for the Obligations of the U.S. Borrowers or the other U.S. Credit Parties hereunder or under any of the Loan Documents. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 12 shall not be discharged until payment and performance, in full, of the Liabilities Obligations (in the case of any U.S. Borrower) or the Obligations of the U.K. Borrowers (in the case of any U.K. Borrower) has occurred, and that its obligations under this Section 11 12 shall be absolute and unconditional, irrespective of, and unaffected by, the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement or any other agreement, document or instrument to which any Borrower is or may become a party; the absence of any action to enforce this Agreement (including this Section 11) or any other Ancillary Agreement or the waiver or consent by Agent and each Lender with respect to any of the provisions thereof; the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities or any action, or the absence of any action, by Agent and each Lender in respect thereof (including the release of any such security); the insolvency of any Borrower; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities guaranteed hereunder.,

Cross-Guaranty. Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and each Lender and their its respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities Obligations owed or hereafter owing to Agent and each Lender by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 12 shall not be discharged until payment and performance, in full, of the Liabilities Obligations has occurred, and that its obligations under this Section 11 12 shall be absolute and unconditional, irrespective of, and unaffected by, the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party; the absence of any action to enforce this Agreement (including this Section 1112) or any other Ancillary Agreement Loan Document or the waiver or consent by Agent and each Lender with respect to any of the provisions thereof; the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities Obligations or any action, or the absence of any action, by Agent and each Lender in respect thereof (including the release of any such security); the insolvency of any BorrowerCredit Party; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities Obligations guaranteed hereunder.

Cross-Guaranty. Each Borrower hereby agrees that such Borrower Bxxxxxxx is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Administrative Agent and each Lender Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities Obligations owed or hereafter owing to Administrative Agent and each Lender Lenders by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 14 shall not be discharged until payment and performance, in full, of the Liabilities Obligations has occurred, and that its obligations under this Section 11 14 shall be absolute and unconditional, irrespective of, and unaffected by, (i) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party; (ii) the absence of any action to enforce this Agreement (including this Section 1114) or any other Ancillary Agreement Loan Document or the waiver or consent by Administrative Agent and each Lender Lenders with respect to any of the provisions thereof; (iii) the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities Obligations or any action, or the absence of any action, by Administrative Agent and each Lender Lenders in respect thereof (including the release of any such security); (iv) the insolvency of any BorrowerLoan Party; or (v) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities Obligations guaranteed hereunder.. 148

Cross-Guaranty. Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and each Lender and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities owed or hereafter owing to Agent and each Lender by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 9 shall not be discharged until payment and performance, in full, of the Liabilities has occurred, and that its obligations under this Section 11 9 shall be absolute and unconditional, irrespective of, and unaffected by, the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement or any other agreement, document or instrument to which any Borrower is or may become a party; the absence of any action to enforce this Agreement (including this Section 119) or any other Ancillary Agreement or the waiver or consent by Agent and each Lender with respect to any of the provisions thereof; the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities or any action, or the absence of any action, by Agent and each Lender in respect thereof (including the release of any such security); the insolvency of any Borrower; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities guaranteed hereunder.

Cross-Guaranty. Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and each Lender Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities Obligations owed or hereafter owing to Agent and each Lender Lenders by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 12 shall not be discharged until payment and performance, in full, of the Liabilities Obligations has occurred, and that its obligations under this Section 11 12 shall be absolute and unconditional, irrespective of, and unaffected by, the genuinenessTHE GENUINENESS, validityVALIDITY, regularityREGULARITY, enforceability or any future amendment ofENFORCEABILITY OR ANY FUTURE AMENDMENT OF, or change inOR CHANGE IN, this AgreementTHIS AGREEMENT, any other Ancillary Agreement or any other agreementANY OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT, document or instrument to which any Borrower is or may become a partyDOCUMENT OR INSTRUMENT TO WHICH ANY BORROWER IS OR MAY BECOME A PARTY; the absence of any action to enforce this Agreement THE ABSENCE OF ANY ACTION TO ENFORCE THIS AGREEMENT (including this Section 11INCLUDING THIS SECTION 12) or any other Ancillary Agreement or the waiver or consent by Agent and each Lender with respect to any of the provisions thereofOR ANY OTHER LOAN DOCUMENT OR THE WAIVER OR CONSENT BY AGENT AND LENDERS WITH RESPECT TO ANY OF THE PROVISIONS THEREOF; the existenceTHE EXISTENCE, value or condition ofVALUE OR CONDITION OF, or failure to perfect its Lien againstOR FAILURE TO PERFECT ITS LIEN AGAINST, any security for the Liabilities or any actionANY SECURITY FOR THE OBLIGATIONS OR ANY ACTION, or the absence of any actionOR THE ABSENCE OF ANY ACTION, by Agent and each Lender in respect thereof BY AGENT AND LENDERS IN RESPECT THEREOF (including the release of any such securityINCLUDING THE RELEASE OF ANY SUCH SECURITY); the insolvency of any BorrowerTHE INSOLVENCY OF ANY CREDIT PARTY; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorOR ANY OTHER ACTION OR CIRCUMSTANCES THAT MIGHT OTHERWISE CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A SURETY OR GUARANTOR. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities Obligations guaranteed hereunder.

Cross-Guaranty. Each Borrower hereby agrees that such Borrower Bxxxxxxx is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Administrative Agent and each Lender Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities Obligations owed or hereafter owing to Administrative Agent and each Lender Lenders by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 14 shall not be discharged until payment and performance, in full, of the Liabilities Obligations has occurred, and that its obligations under this Section 11 14 shall be absolute and unconditional, irrespective of, and unaffected by, (i) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party; (ii) the absence of any action to enforce this Agreement (including this Section 1114) or any other Ancillary Agreement Loan Document or the waiver or consent by Administrative Agent and each Lender Lenders with respect to any of the provisions thereof; (iii) the existence, value or condition of, or failure to perfect its Lien against, any security for the Liabilities Obligations or any action, or the absence of any action, by Administrative Agent and each Lender Lenders in respect thereof (including the release of any such security); (iv) the insolvency of any BorrowerLoan Party; or (v) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities Obligations guaranteed hereunder.

Cross-Guaranty. (a) Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Agent and each Lender and their respective its successors and assigns, assigns the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Liabilities Obligations owed or hereafter owing to Agent and each Lender by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 11 9.23 shall not be discharged until payment and performance, in full, of the Liabilities Obligations has occurred, and that its obligations under this Section 11 9.23 shall be absolute and unconditional, irrespective of, and unaffected by, by (i) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party; (ii) the absence of any action to enforce this Agreement (including this Section 119.23) or any other Ancillary Agreement Loan Document or the waiver or consent by Agent and each Lender with respect to any of the provisions thereof; (iii) the existence, value or condition of, or failure to perfect its Lien lien against, any security for the Liabilities Obligations or any action, or the absence of any action, by Agent and each Lender in respect thereof (including the release of any such security); (iv) the insolvency of any Borrower; or (v) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities guaranteed hereunder.

Cross-Guaranty. Each 9.01 The Cross-Guaranty In order to induce Lender to enter into this Agreement and to make the Term Loan hereunder and in recognition of the direct benefits to be received by Borrower and its Subsidiaries from the Loan hereunder and from the other Loan Documents, Borrower and each Subsidiary hereby agrees that such Borrower is unconditionally and irrevocably, jointly and severally liable forseverally, guarantees as primary obligor and hereby absolutely not merely as surety (each, in such capacity, a "Cross-Guarantor" and unconditionally guarantees to Agent and each Lender and their respective successors and assignscollectively, the "Cross-Guarantors" for purposes of this Article 9) the full and prompt payment (when due, whether at stated upon maturity, by acceleration or otherwise) , of any and performance of, all Liabilities owed or hereafter owing to Agent and each Lender by Obligations of each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations to Lender under this Section 11 shall not be discharged until payment and performance, in full, of the Liabilities has occurred, and that its obligations under this Section 11 shall be absolute and unconditional, irrespective of, and unaffected by, the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Ancillary Agreement the Note or any other agreement, document Loan Document. If any or instrument to which all of the indebtedness of any Borrower is to Lender becomes due and payable hereunder or may become a party; under the absence of any action to enforce this Agreement (including this Section 11) Note or any other Ancillary Agreement Loan Documents, each Cross-Guarantor unconditionally promises to pay such indebtedness to Lender, or order, ON DEMAND, together with any and all reasonable expenses which may be incurred by or on behalf of the waiver or consent by Agent and each Lender with respect to in collecting any of the provisions thereof; indebtedness, including, without limitation, such expenses described in Section 10.04. The word "indebtedness" is used in this Article 9 in its most comprehensive sense and includes any and all Obligations of any Borrower arising in connection with this Agreement, the existenceNote or any of the other Loan Documents in each case, value heretofore, now or condition ofhereafter made, incurred or created, whether voluntarily, involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or failure extinguished and thereafter increased or incurred, whether any Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter becomes barred by any statute of limitations, and whether or not such indebtedness may be or hereafter becomes unenforceable. Notwithstanding any provision to perfect its Lien againstthe contrary contained herein or in any of the other Loan Documents, to the extent the obligations of any Cross-Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Cross-Guarantor hereunder shall be enforced to the maximum amount that is permissible under applicable law (whether federal or state, and including, without limitation, any security for the Liabilities or any action, or the absence of any action, by Agent and each Lender in respect thereof (including the release of any such securityDebtor Relief Laws); the insolvency of any Borrower; or any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Liabilities guaranteed hereunder.