Common use of Cross-Guaranty Clause in Contracts

Cross-Guaranty. Each Loan Party hereby agrees that such Loan Party is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Lender and its 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 Lender by each other Loan Party. Each Loan Party agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 16 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Section 16 shall be absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any Loan Party is or may become a party; (b) the absence of any action to enforce this Agreement (including this Section 16) or any other Loan Document, or the waiver or consent by Lender with respect to any of the provisions hereof or thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by Lender in respect thereof (including the release of any such security); (d) the insolvency of any Loan Party or any other Person; or (e) the current or future existence of other guarantors, including any of the Subsidiaries, and the Lenders’ or the Collateral Agent’s dealings with such other guarantors, including any release of one or more of such guarantors; (f) to the maximum extent permitted by applicable law, any other action or circumstances that might otherwise constitute a legal or equitable discharge, release or defense of a surety or guarantor. Each Loan Party shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations guaranteed hereunder.

Cross-Guaranty. (i) Each Loan Party Borrower (each to be referred to in this Section 2.14 as a “Cross-Guarantor” and collectively as the “Cross-Guarantors”) hereby agrees that such Loan Party it is jointly and severally liable for, and, as primary obligor and hereby absolutely not merely as surety, and therefore does absolutely, irrevocably and unconditionally guarantees guarantee to Lender and its successors and assignsBank, the full and prompt payment (when due, whether at stated maturity, by upon acceleration or otherwise) , and performance ofat all times thereafter, all of the Obligations owed or hereafter owing to Lender by of each other Loan PartyBorrower (such Obligations, collectively the “Cross-Guaranteed Obligations”). Each Loan Party Cross-Guarantor further agrees that the Cross-Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guaranty obligation hereunder is guarantee notwithstanding any such extension or renewal. (ii) The provisions of this Section 2.14 (this “Cross-Guaranty”) are a continuing guaranty of payment and performance and not of collection. Each Cross-Guarantor waives any right to require Bank to sxx any other Loan Party, that any other guarantor, or any other Person obligated for all or any part of the Cross-Guaranteed Obligations, or otherwise to enforce its payment against any collateral securing all or any part of the Cross-Guaranteed Obligations. (iii) Except as otherwise provided for herein and to the extent provided for herein, the obligations under this Section 16 shall of each Cross-Guarantor hereunder are unconditional and absolute and not be discharged until subject to any reduction, limitation, impairment or termination for any reason (other than the Payment in Full of the Obligations), including: (a) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Cross-Guaranteed Obligations, by operation of law or otherwise; (b) any change in the corporate or, as applicable, limited liability company existence, structure or ownership of any Loan Party or any other Person liable for any of the Cross-Guaranteed Obligations; First Financial Bank, National Association Borrowers: Environmental Quality Management, Inc. and EQ Engineers, LLC Loan Number: 820106477 (c) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or any other Person liable for any of the Cross-Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of any Loan Party or any other Person liable for any of the Cross-Guaranteed Obligations; or (d) the existence of any claim, setoff or other rights which any Cross-Guarantor may have at any time against any other Loan Party, Bank, or any other Person, whether in connection herewith or in any unrelated transactions. (iv) The obligations of each Cross-Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Cross-Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment and performance, in fullby any Loan Party or any other Person liable for any of the Cross-Guaranteed Obligations, of the Cross-Guaranteed Obligations has occurredor any part thereof. (v) Further, and that its the obligations under this Section 16 shall be absolute and unconditional, irrespective of, and unaffected of any Cross-Guarantor hereunder are not discharged or impaired or otherwise affected by: (a) the genuineness, validity, regularity, enforceability failure of Bank to assert any claim or demand or to enforce any remedy with respect to all or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any Loan Party is or may become a partypart of the Cross-Guaranteed Obligations; (b) the absence any waiver or modification of or supplement to any provision of any agreement relating to the Cross-Guaranteed Obligations; (c) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of Loan Parties (or any one or more of them) for all or any part of the Cross-Guaranteed Obligations or any obligations of any other Person liable for any of the Cross-Guaranteed Obligations; (d) any action or failure to enforce act by Bank with respect to any collateral securing any part of the Cross-Guaranteed Obligations; or (e) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Cross-Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Cross-Guarantor or that would otherwise operate as a discharge of any Cross-Guarantor as a matter of law or equity (other than the Payment in Full of the Obligations). (vi) To the fullest extent permitted by applicable law, each Cross-Guarantor hereby waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of all or any part of the Cross-Guaranteed Obligations from any cause, or the cessation from any cause of the liability of any Loan Party, other than the Payment in Full of the Obligations. Without limiting the generality of the foregoing, each Cross-Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Loan Party or any other Person. Bank may, at its election, foreclose on any Loan Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Loan Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Cross-Guaranteed Obligations, compromise or adjust any part of the Cross-Guaranteed Obligations, make any other accommodation with any Loan Party or any other Person liable on any part of the Cross-Guaranteed Obligations or exercise any other right or remedy available to it against any Loan Party or any other Person liable on any of the Cross-Guaranteed Obligations, without affecting or impairing in any way the liability of such Cross-Guarantor under this Cross-Guaranty except upon the Payment in Full of the Obligations. To the fullest extent permitted by applicable law, each Cross-Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Cross-Guarantor against any other Loan Party or any other Person liable on any of the Cross-Guaranteed Obligations, as the case may be, or any security. (vii) No Cross-Guarantor will assert any right, claim or cause of action, including a claim of subrogation, contribution or indemnification that it has against any other Loan Party, any other Person liable on the Cross-Guaranteed Obligations, or any collateral, until the Payment in Full of the Obligations. First Financial Bank, National Association Borrowers: Environmental Quality Management, Inc. and EQ Engineers, LLC Loan Number: 820106477 (viii) If at any time any payment of any portion of the Cross-Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of any Loan Party or otherwise, each Cross-Guarantor’s obligations under this Cross-Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not Bank is in possession of this Cross-Guaranty. Except as provided in the preceding sentence, each Cross-Guarantor’s obligations under this Cross-Guaranty will terminate when the Cross-Guaranteed Obligations have been fully paid, performed and satisfied and the Loan Documents are terminated. If acceleration of the time for payment of any of the Cross-Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Loan Party, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Cross-Guaranteed Obligations shall nonetheless be payable by the Cross-Guarantors forthwith on demand by Bank. (ix) Each Cross-Guarantor assumes all responsibility for being and keeping itself informed of each other Loan Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Cross-Guaranteed Obligations and the nature, scope and extent of the risks that each Cross-Guarantor assumes and incurs under this Cross-Guaranty, and agrees that Bank shall not have any duty to advise any Cross-Guarantor of information known to it regarding those circumstances or risks. (x) The provisions of this Cross-Guaranty and the joint and several liability provisions applicable to Cross-Guarantors under this Agreement or the other Loan Documents (including collectively, the “Joint and Several Provisions”) are severable, and in any action or proceeding involving any state corporate or limited liability company law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally (each an “Insolvency or Avoidance Action”), if the obligations of any Cross-Guarantor under this Cross-Guaranty or the Joint and Several Provisions would otherwise be held or determined in any Insolvency or Avoidance Action to be avoidable, invalid or unenforceable on account of the amount of such Cross-Guarantor’s liability under this Cross-Guaranty or the Joint and Several Provisions, then, notwithstanding any other provision of this Cross-Guaranty or the Joint and Several Provisions to the contrary, the amount of such liability under this Cross-Guaranty and the Joint and Several Provisions shall, without any further action by any Loan Party or Bank, be automatically limited and reduced to the Maximum Liability (as defined below) with respect to each such Cross-Guarantor. The provisions of this Cross-Guaranty and the Joint and Several Provisions, in each case with respect to the Maximum Liability of each Cross-Guarantor, are intended solely to preserve the rights of Bank to the maximum extent not subject to avoidance under applicable law, and no Cross-Guarantor nor any other Person shall have any right or claim under this Section 16with respect to such Maximum Liability except to the extent necessary in any Insolvency or Avoidance Action so that the obligations of any Cross-Guarantor under this Cross-Guaranty or the Joint and Several Provisions shall not be rendered voidable under applicable law. Each Cross-Guarantor agrees that the Cross-Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Cross-Guarantor without impairing this Cross-Guaranty or the Joint and Several Provisions or otherwise affecting the rights and remedies of Bank hereunder or with respect thereto, provided that, nothing in this sentence shall be construed to increase any Cross-Guarantor’s obligations under this Cross-Guaranty or the Joint and Several Provisions beyond its Maximum Liability. As used herein, “Maximum Liability” shall mean, with respect to any Cross-Guarantor, the highest amount which could be claimed by Bank from such Cross-Guarantor solely in its capacity as a Cross-Guarantor or under the Joint and Several Provisions, with respect to such Cross-Guarantor’s obligations under this Cross-Guaranty and/or the Joint and Several Provisions, without rendering such obligations unenforceable, voidable or avoidable under applicable law. For purposes of this Section 2.14(x), Maximum Liability shall be calculated after giving effect to (i) any right to receive, or obligations to make, contributions from the other Loan Parties under Section 2.14(xi) or the other Loan Documents, as applicable, and (ii) the operation of any statute of limitation or other applicable law (collectively, the “Applicable Statute of Limitations”) which has the effect of extinguishing (by reason of the passage of time) a cause of action or proceeding or claim for relief that could otherwise (if not for the Applicable Statute of Limitations) render a Cross-Guarantor’s obligations under this Cross-Guaranty and/or the Joint and Several Provisions unenforceable, voidable or avoidable. For purposes of Section 2.14(xi), Maximum Liability shall be calculated without giving effect to (A) any right to receive, or obligations to make, contributions under Section 2.14(xi) or any other Loan Document, or the waiver or consent by Lender with respect to any of the provisions hereof or thereof; as applicable, and (cB) the existenceApplicable Statute of Limitations. First Financial Bank, value or condition ofNational Association Borrowers: Environmental Quality Management, or failure to perfect its Lien againstInc. and EQ Engineers, any security for the Obligations or any action, or the absence of any action, by Lender in respect thereof (including the release of any such security); (d) the insolvency of any LLC Loan Party or any other Person; or (e) the current or future existence of other guarantors, including any of the Subsidiaries, and the Lenders’ or the Collateral Agent’s dealings with such other guarantors, including any release of one or more of such guarantors; (f) to the maximum extent permitted by applicable law, any other action or circumstances that might otherwise constitute a legal or equitable discharge, release or defense of a surety or guarantor. Each Loan Party shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations guaranteed hereunder.Number: 820106477

Cross-Guaranty. Each Loan Party hereby agrees (a) Notwithstanding that such Loan Party is Borrowers are jointly and severally liable forfor all Obligations, if for any reason Borrowers are found in a final, non-appealable order not to be jointly and hereby severally liable for all Obligations, then provisions of this Section 12.10 apply and Borrower absolutely and unconditionally guarantees to Lender and its successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration acceleration, or otherwise) and performance of, of all Obligations owed or hereafter owing to Lender by each other Loan PartyObligations. Each Loan Party agrees that its Borrower's guaranty obligation hereunder is in addition to all other guaranty obligations and is a continuing guaranty of payment and performance guaranty (and not of collectiona collection guaranty), that and its obligations under this Section 16 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Section 16 shall be 12.10 are absolute and unconditional, irrespective of, and unaffected by: not affected by (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document document, or instrument to which any the other Loan Party is Parties are or may become a party;; (ii) Lender not enforcing the Loan Documents (including this Section 12.10); (iii) the existence, value, or condition of any Collateral, Lender not perfecting its Lien on any Collateral, Lender releasing any Collateral, or any Person liable for the Obligations; or (iv) any other action or circumstances that could be a legal or equitable defense of a surety or guarantor. (b) the absence of Lender does not have to proceed against any action to enforce this Agreement other Person (including this Section 16any other Loan Party) or any other Collateral before requiring payment by any one or more of the Loan DocumentParties. Lender may proceed, before, after, or at the waiver same time to enforce its rights under this Section 12.10 and against any Collateral. (c) Xxxxxxxx waives and agrees that it may not at any time insist on, plead, or consent by Lender claim, or take the benefit or advantage of any laws, claims, or doctrines related to appraisal, valuation, stay, extension, marshaling, redemption, or exemption. Borrower waives with respect to any of the provisions hereof Obligations: (i) all defenses with respect to diligence, presentment, demand, maturity, extension of time, change in nature or thereof; (c) form of the existenceObligations, value acceptance, release of security, composition, or condition agreement arrived at as to the amount of, or failure the terms of, the Obligations; (ii) notice of adverse change in the other Loan Parties' financial condition; and (iii) any other fact that might increase the risk to perfect that Loan Party. Xxxxxxxx also waives the benefit of all provisions of law that are or might be in conflict with the terms of this Section 12.10. Borrower represents, warrants, and agrees that its Lien againstobligations under this Section 12.10 are not and will not be subject to any setoffs, any security for defenses, or counterclaims. Borrower's obligations under this Section 12.10 remain in full force and effect until the Obligations or any action, or the absence of any action, by Lender have been irrevocably paid and performed in respect thereof (including the release of any such security); (d) the insolvency of any Loan Party or any other Person; or (e) the current or future existence of other guarantors, including any of the Subsidiaries, full and the Lenders’ Loan Documents have been terminated (other than contingent obligations with respect to which no claim has been asserted or the Collateral Agent’s dealings with such other guarantors, including any release of one or more of such guarantors; (f) to the maximum extent permitted by applicable law, any other action or circumstances that might otherwise constitute a legal or equitable discharge, release or defense of a surety or guarantorthreatened). Each Loan Party shall be regarded, and shall be Borrower is in the same position, position as a principal debtor with respect to the Obligations guaranteed hereunderand expressly waives all rights it has and may have to require that Lender proceed against any other Loan Party or any Collateral before proceeding against, or as a condition to proceeding against, that Loan Party. The parties acknowledge that, but for the provisions of this Section 12.10 (including the waivers), Xxxxxx would not enter into the Loan Documents. (d) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, until the Obligations are irrevocably paid and performed in full (other than contingent obligations with respect to which no claim has been asserted or threatened), Borrower (i) irrevocably subordinates and defers all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, setoff, or any other rights that a surety could have against a principal, a guarantor, a maker, a co-maker, an obligor, an accommodation party, a holder, a transferee, and that a Loan Party may have against any Person (including another Loan Party) in connection with or as a result of a Loan Party performing its obligations under the Loan Documents or any other agreements; (ii) irrevocably subordinates and defers any "claim" (as defined in the Bankruptcy Code) against any Person (including the other Loan Parties and any surety for any of the Obligations), either directly or as an attempted set off to any action instituted by Lender against any Person (including the other Loan Parties); and (iii) acknowledges and agrees (x) that this subordination and deferral is intended to benefit Lender and does not limit or otherwise affect that Loan Party's liability or the enforceability of this Section 12.10; and (y) that Lender and its respective successors and assigns are intended third-party beneficiaries of the waivers and agreements set forth in this Section 12.10. (e) If Lender enforces its rights with respect to any Collateral (either by judicial foreclosure or by non-judicial sale or enforcement), Lender may, at its discretion, determine which of its remedies or rights it may pursue without affecting any of its rights, remedies, and benefits under this Section 12.10. The guaranty in this Section 12.10 is a continuing Guaranty that remains in full force and effect until the Obligations are irrevocably paid and performed in full.

Cross-Guaranty. Each Loan Party Borrower hereby agrees that such Loan Party Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Lender Administrative Agent, Revolver Agent and its 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 Lender Administrative Agent, Revolver Agent and Lenders by each other Loan PartyBorrower. Each Loan Party 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 16 SECTION 12 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Section 16 SECTION 12 shall be absolute and unconditional, irrespective of, and unaffected by:, (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any Loan Party Borrower is or may become a party; (b) the absence of any action to enforce this Agreement (including this Section 16SECTION 12) or any other Loan Document, Document or the waiver or consent by Lender Administrative Agent, Revolver Agent and Lenders with respect to any of the provisions hereof or thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by Lender Administrative Agent, Revolver Agent and Lenders in respect thereof (including the release of any such security); (d) the insolvency of any Loan Party or any other PersonCredit Party; or (e) the current or future existence of other guarantors, including any of the Subsidiaries, and the Lenders’ or the Collateral Agent’s dealings with such other guarantors, including any release of one or more of such guarantors; (f) to the maximum extent permitted by applicable law, any other action or circumstances that which might otherwise constitute a legal or equitable discharge, release discharge or defense of a surety or guarantor. Each Loan Party Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations guaranteed hereunder.

Cross-Guaranty. Each Loan Party Debtor hereby agrees that such Loan Party Debtor is jointly and severally JOINTLY SEVERALLY AND IN SOLIDO liable for, and hereby absolutely and unconditionally guarantees to Lender and its successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations Indebtedness owed or hereafter owing to Lender by each other Loan PartyDebtor; provided TCI and TLI will guaranty only the payment of the Factoring Obligations and not the performance of the Factoring Obligations. Each Loan Party Debtor agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 16 2(b) shall not be discharged until payment and performance, performance (subject to the proviso in full, the immediately preceding sentence) in full of the Obligations Indebtedness has occurred, and that its obligations under this Section 16 2(b) shall be absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any Loan Party Debtor is or may become a party; (bii) the absence of any action to enforce this Agreement (Agreement, including this Section 16) 2(b), or any other Loan Document, Document or the waiver or consent by Lender with respect to any of the provisions hereof or thereof; (ciii) the existence, value or condition of, or failure to perfect its Lien lien against, any security or Collateral for the Obligations Indebtedness or any action, or the absence of any action, by Lender in respect thereof (including the release of any such securitysecurity or Collateral); (div) the insolvency of any Loan Party or any other PersonObligor; or (ev) the current or future existence of other guarantors, including any of the Subsidiaries, and the Lenders’ or the Collateral Agent’s dealings with such other guarantors, including any release of one or more of such guarantors; (f) to the maximum extent permitted by applicable law, any other action or circumstances circumstance that might otherwise constitute a legal or equitable discharge, release discharge or defense of a surety or guarantor. Each Loan Party Debtor shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations Indebtedness guaranteed hereunder. Notwithstanding any provision herein contained to the contrary, Debtor’s liability under this Section 2(b), which liability is in addition to amounts for which such Debtor is liable under Section 2(a), shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the net amount of all Loans advanced to any Debtor under this Agreement and then re-loaned or otherwise transferred to, or for the benefit of, Debtor; and (ii) the amount that could be claimed by Lender from Debtor under this Section 2(b) without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Debtor’s right of contribution and indemnification from each other Debtor. To the extent that Debtor shall make a payment under this Section 2(b) of all or any of the Indebtedness (other than Loans made to Debtor for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any Debtor, exceeds the amount that such Debtor would otherwise have paid if each Debtor had paid the aggregate Indebtedness satisfied by such Guarantor Payment in the same proportion that such Debtor’s Allocable Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of Debtor as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Indebtedness, such Debtor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Debtor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Debtor shall be equal to the maximum amount of the claim that could then be recovered from such Debtor under this Section 2(b) without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. This Section 2(b) is intended only to define the relative rights of Debtor and nothing set forth herein is intended to or shall impair the obligations of Debtor, jointly, severally and in solido, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement. Nothing contained in this Section 2(b) shall limit the liability of any Debtor to pay the Loans made directly or indirectly to that Debtor and accrued interest, fees and expenses with respect thereto for which such Debtor shall be primarily liable. The liability of Debtor under this Section 2(b) is in addition to and shall be cumulative with all other liabilities of Debtor to Lender under the Loan Documents to which such Debtor is a party, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

Cross-Guaranty. Each Loan Party hereby agrees that such Loan Party is Guarantor (including, for the avoidance of doubt, the US Term Note Borrower and the US Last Out Term Note Borrower with respect to the Obligations of the UK Borrower), jointly and severally liable forseverally, and hereby absolutely and unconditionally guarantees to Lender the Agent, the Lenders, the Holders and its their respective successors and assigns, assigns the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Lender by (and for the avoidance of doubt, each Borrower, in its capacity as a Guarantor, so guarantees the payment and performance of the Obligations of each other Loan PartyBorrower under each Note). Each Loan Party 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 16 ARTICLE 9 shall not be discharged until payment and performance, in full, of the Obligations under the Transaction Documents has occurredoccurred and all commitments (if any) to lend hereunder have been terminated, and that its obligations under this Section 16 ARTICLE 9 shall be absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Transaction Document or any other agreement, document or instrument to which any Loan Credit Party is or may become a party; (b) the absence of any action to enforce this Agreement (including this Section 16ARTICLE 9) or any other Loan Document, Transaction Document or the waiver or consent by Lender the Agent, the Lenders or the Holders with respect to any of the provisions hereof or thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence Insolvency of any action, by Lender in respect thereof (including the release of any such security);Credit Party or Subsidiary; or (d) the insolvency of any Loan Party or any other Person; or (e) the current or future existence of other guarantors, including any of the Subsidiaries, and the Lenders’ or the Collateral Agent’s dealings with such other guarantors, including any release of one or more of such guarantors; (f) to the maximum extent permitted by applicable law, any other action or circumstances that might otherwise constitute a legal or equitable discharge, release discharge or defense of a surety or guarantor. Each Loan Party Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations obligations guaranteed hereunder.

Cross-Guaranty. Each Loan Party hereby agrees (a) Notwithstanding the fact that such Loan Party is the parties agreed that the Lessee are jointly and severally liable forfor all of Lessee’s obligations under the Lease Documents, if for any reason the Lessee are found in a final order by a court of competent jurisdiction to not be jointly and hereby severally liable for all of Lessee’s obligations under the Lease Documents, the provisions of this Section 18.5 will apply and Lessee absolutely and unconditionally guarantees to Lender Lessor and its successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations of Lessee’s obligations under the Lease Documents owed or hereafter owing to Lender Lessor by each the other Loan PartyLessee. Each Loan Party Lessee agrees that its guaranty obligation hereunder is in addition to all other guaranty obligations and is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 16 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Section 16 shall be are absolute and unconditional, irrespective of, and unaffected by: (ai) the The genuineness, validity, regularity, enforceability or any future amendment of, or change in, this AgreementLease, any other Loan Lease Document or any other agreement, document or instrument to which any Loan Party is the other Lessee are or may become a party;. (bii) the The absence of any action to enforce this Agreement Lease (including this Section 16Section) or any other Loan Document, Lease Document or the waiver or consent by Lender Lessor with respect to any of the provisions hereof or thereof;. (ciii) the The existence, value or condition of, or failure to perfect its Lien against, any security for Lessee’s obligations under the Obligations Lease Documents or any action, or the absence of any action, by Lender Lessor in respect thereof (including including, without limitation, the release of any such security);. (div) the insolvency of any Loan Party or any other Person; or (e) the current or future existence of other guarantors, including any of the Subsidiaries, and the Lenders’ or the Collateral Agent’s dealings with such other guarantors, including any release of one or more of such guarantors; (f) to the maximum extent permitted by applicable law, any Any other action or circumstances that might otherwise constitute a legal or equitable discharge, release discharge or defense of a surety or guarantorguarantor (other than payment in full). (b) Each Lessee agrees that its obligations under this Section 18.5 are not discharged until the payment and performance, in full, of Lessee’s obligations under the Lease Documents has occurred (other than contingent indemnification obligations for which no claim has been threatened or asserted). Each Loan Party shall be regardedLessee is treated, and shall will be in the same position, as a principal debtor obligor with respect to Lessee’s obligations under the Obligations Lease Documents guaranteed hereunder. Each Lessee expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Lessor to proceed in respect of Lessee’s obligations under the Lease Documents guaranteed hereunder against the other Lessee or any other party or against any security for the payment and performance of Lessee’s obligations under the Lease Documents before proceeding against, or as a condition to proceeding against, that Lessee. Each Lessee agrees that any notice or directive given at any time to Lessor that is inconsistent with the waiver in the immediately preceding sentence will be null and void and may be ignored by Lessor, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Lease (including this Section 18.5) for the reason that such pleading or introduction would be at variance with the written terms of this Lease (including this Section 18.5), unless Lessor has specifically agreed otherwise in writing. It is agreed among the Lessee and Lessor that the foregoing waivers are of the essence of the transaction contemplated by this Lease and the other Lease Documents and that, but for the provisions of this Section and the waivers, Lessor would decline to enter into this Lease. (c) Each Lessee agrees that in no event does Lessor have any obligation (although it may be entitled, at its option) to proceed against the other Lessee or any other person or any real or personal property pledged to secure Lessee’s obligations under the Lease Documents before seeking satisfaction from that Lessee, and Lessor may proceed, prior or subsequent to, or simultaneously with, the enforcement of Lessor’s rights under this Section, to exercise any right or remedy that it may have against any property, real or personal, as a result of any Lien it may have as security for all or any portion of Lessee’s obligations under the Lease Documents. (d) In addition to the waivers contained elsewhere in this Section, Lessee waives, and agrees that it may not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, that may delay, prevent or otherwise affect the performance by that Lessee of the obligations under the Lease Documents guaranteed under, or the enforcement by Lessor of, this Section. Each Lessee waives diligence, presentment, and demand (whether for non-payment or protest or of acceptance, maturity, extension of time, change in nature or form of Lessee’s obligations under the Lease Documents, acceptance of further security, release of further security, composition or agreement arrived at as to the amount of, or the terms of, Lessee’s obligations under the Lease Documents, notice of adverse change in the other Lessee’ financial condition or any other fact that might increase the risk to that Lessee) with respect to any of Lessee’s obligations under the Lease Documents guaranteed hereunder or all other demands whatsoever and waives the benefit of all provisions of law that are or might be in conflict with the terms of this Section. Each Lessee represents, warrants and agrees that, as of the effective date of this Lease, its obligations under this Section are not subject to any offsets or defenses against Lessor or any other Lessee of any kind. Each Lessee further agrees that its obligations under this Section are not be subject to any counterclaims, offsets or defenses against Lessor or against the other Lessee of any kind that may arise in the future. (e) Notwithstanding anything to the contrary in this Lease or in any other Lease Document, and except as set forth in this Section, Lessee: (i) Subordinates and defers, to the fullest extent possible at all times before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted), on behalf of itself and its successors and assigns (including any surety) and any other person, any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, set off, or any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any person, and that a Lessee may have or hereafter acquire against the other Lessee or any person in connection with or as a result of Lessee’s performance of this Section, or any other documents to which that Lessee is a party or otherwise. (ii) Expressly and irrevocably subordinates and defers any “claim” (as that term is defined in the Bankruptcy Code) of any kind against the Lessee before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted), and further agrees that it may not have or assert any such rights against any person (including any surety), either directly or as an attempted set off to any action commenced against the other Lessee by Lessor or any other person before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted). (iii) Acknowledges and agrees (x) that this subordination and deferral is intended to benefit Lessor and does not limit or otherwise effect that Lessee’s liability hereunder or the enforceability of this Section, and (y) that Lessor and its respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section. (f) If Lessor proceeds to realize its benefits under any of the Lease Documents giving or creating a Lien upon any Collateral or any real estate collateral (whether owned by a Lessee or by any other person), either by judicial foreclosure or by non-judicial sale or enforcement, Lessor may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section. If, in the exercise of any of its rights and remedies, Lessor forfeits any of its rights or remedies, including its right to enter a deficiency judgment against any Lessee or any other person, whether because of any applicable laws pertaining to “election of remedies” or the like, the Lessee consent to such action by Lessor and waive any claim based upon such action, even if such action by Lessor results in a full or partial loss of any rights of subrogation that a Lessee might otherwise have had but for such action by Lessor. Any election of remedies that results in the denial or impairment of Lessor’s right to seek a deficiency judgment against a Lessee does not impair the other Lessee’ obligation to pay the full amount of Lessee’s obligations under the Lease Documents. If Lessor bids at any foreclosure or trustee’s sale or at any private sale permitted by law or the Lease Documents, Lessor may bid all or less than the amount of Lessee’s obligations under the Lease Documents and the amount of such bid need not be paid by Lessor but will be credited against Lessee’s obligations under the Lease Documents. The amount of the successful bid at any such sale, whether by Lessor or any other successful bidder, are conclusively treated as be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of Lessee’s obligations under the Lease Documents is conclusively treated as the amount of Lessee’s obligations under the Lease Documents guaranteed under this Section, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Lessor might otherwise be entitled but for such bidding at any such sale. (g) The Lessee agree that the guaranty set forth in this Section 18.5 is a continuing guaranty that remains in full force and effect until the payment and performance in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted). (h) Each Lessee’s liability under this Section is limited to an amount not to exceed as of any date of determination the greater of: (i) the net amount of all obligations incurred by the other Lessee under this Lease and transferred to or directly benefiting the subject Lessee; or (ii) the Lessee’s Allocable Amount, after taking into account, among other things, that Lessee’s right of contribution and indemnification from the other Lessee under Section 18.4.

Cross-Guaranty. Each Loan Party hereby agrees that such Loan Party is Guarantor (including, for the avoidance of doubt, the US Term Note Borrower and the US Last Out Term Note Borrower with respect to the Obligations of the UK Borrower and each US Term Note Borrower with respect to the Obligations of each other US Term Note Borrower), jointly and severally liable forseverally, and hereby absolutely and unconditionally guarantees to Lender the Agent, the Lenders, the Holders and its their respective successors and assigns, assigns the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Lender by (and for the avoidance of doubt, each Borrower, in its capacity as a Guarantor, so guarantees the payment and performance of the Obligations of each other Loan PartyBorrower under each Note). Each Loan Party 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 16 ARTICLE 9 shall not be discharged until payment and performance, in full, of the Obligations under the Transaction Documents has occurredoccurred and all commitments (if any) to lend hereunder have been terminated, and that its obligations under this Section 16 ARTICLE 9 shall be absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Transaction Document or any other agreement, document or instrument to which any Loan Credit Party is or may become a party; (b) the absence of any action to enforce this Agreement (including this Section 16ARTICLE 9) or any other Loan Document, Transaction Document or the waiver or consent by Lender the Agent, the Lenders or the Holders with respect to any of the provisions hereof or thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence Insolvency of any action, by Lender in respect thereof (including the release of any such security);Credit Party or Subsidiary; or (d) the insolvency of any Loan Party or any other Person; or (e) the current or future existence of other guarantors, including any of the Subsidiaries, and the Lenders’ or the Collateral Agent’s dealings with such other guarantors, including any release of one or more of such guarantors; (f) to the maximum extent permitted by applicable law, any other action or circumstances that might otherwise constitute a legal or equitable discharge, release discharge or defense of a surety or guarantor. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Each Loan Party Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations obligations guaranteed hereunder.

Cross-Guaranty. Each In order to induce the Lenders, Administrative Agent and Term Loan Party B Agent to execute and deliver this Agreement and to make the extensions of credit hereunder, and in consideration thereof, each Borrower hereby agrees that such Loan Party Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Lender Administrative Agent, Term Loan B Agent and its 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 Lender Administrative Agent, Term Loan B Agent and Lenders by each other Loan PartyBorrower. Each Loan Party 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 16 12 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Section 16 12 shall be absolute and unconditional, irrespective of, and unaffected by:, (a) 12.1.1. the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any Loan Party Borrower is or may become a party; (b) 12.1.2. the absence of any action to enforce this Agreement (including this Section 1612) or any other Loan Document, Document or the waiver or consent by Lender Administrative Agent and Lenders with respect to any of the provisions hereof or thereof; (c) 12.1.3. the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by Lender Administrative Agent, Term Loan B Agent and Lenders in respect thereof (including the release of any such security); (d) 12.1.4. the insolvency of any Loan Party Borrower, any Subsidiary of any Borrower or any other PersonGuarantor; or (e) the current or future existence of other guarantors, including any of the Subsidiaries, and the Lenders’ or the Collateral Agent’s dealings with such other guarantors, including any release of one or more of such guarantors; (f) to the maximum extent permitted by applicable law, 12.1.5. any other action or circumstances that which might otherwise constitute a legal or equitable discharge, release discharge or defense of a surety or guarantor. Each Loan Party Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations guaranteed hereunder.

Cross-Guaranty. Each Loan Party Borrower hereby agrees that such Loan Party Xxxxxxxx is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Lender and its 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 Lender by each other Loan PartyBorrower. Each Loan Party 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 16 10 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Section 16 10 shall be absolute and unconditional, irrespective of, and unaffected by: (a) the The genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any Loan Party Borrower is or may become a party; (b) the The absence of any action to enforce this Agreement (including this Section 1610) or any other Loan Document, Document or the waiver or consent by Lender with respect to any of the provisions hereof or thereof; (c) the The existence, value or condition of, or failure to perfect its Lien against, lien against any security for the Obligations Collateral or any action, or the absence of any action, by Lender in respect thereof (including the release of any such securityCollateral); (d) the The insolvency of any Loan Party or any other PersonBorrower; or (e) the current or future existence of other guarantors, including any of the Subsidiaries, and the Lenders’ or the Collateral Agent’s dealings with such other guarantors, including any release of one or more of such guarantors; (f) to the maximum extent permitted by applicable law, any Any other action or circumstances that might otherwise constitute a legal or equitable discharge, release discharge or defense of a surety or guarantor. Each Loan Party Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations guaranteed hereunder. All waivers by a Borrower under this Section 10 with respect to such Xxxxxxxx’s role as a surety, guarantor or co-obligor shall not effect such Borrower’s rights with respect to the Obligations owed by such Borrower as a direct borrower.

Cross-Guaranty. Each (a) Notwithstanding that the Loan Party hereby agrees that such Loan Party is Parties are jointly and severally liable forfor all Obligations, if for any reason the Loan Parties are found in a final, non-appealable order not to be jointly and hereby severally liable for all Obligations, then provisions of this Section apply and each Loan Party absolutely and unconditionally guarantees to Lender the Administrative Agent and its each Lender, and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration acceleration, or otherwise) and performance of, of all Obligations owed or hereafter owing to Lender by each other Loan Party(excluding Excluded Hedging Obligations). Each Loan Party agrees that its guaranty Party’s Guaranty obligation hereunder is in addition to all other Guaranty obligations and is a continuing guaranty of payment and performance Guaranty (and not of collectiona collection Guaranty), that and its obligations under this Section 16 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Section 16 shall be are absolute and unconditional, irrespective of, and unaffected not affected by: (ai) the The genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document document, or instrument to which any the other Loan Party is Parties are or may become a party;. (ii) The Administrative Agent or the Lenders, as applicable, not enforcing the Loan Documents (including this Section). (iii) The existence, value, or condition of any Collateral, the Administrative Agent not perfecting its Lien on any Collateral, the Administrative Agent releasing any Collateral, or any Person liable for the Obligations. (iv) Any other action or circumstances that could be a legal or equitable defense of a surety or guarantor. (b) the absence of The Administrative Agent does not have to proceed against any action to enforce this Agreement other Person (including this Section 16any other Loan Party) or any other Collateral before requiring payment by any one or more of the Loan DocumentParties. The Administrative Agent may proceed, before, after, or at the waiver same time to enforce its rights under this Section and against any Collateral. (c) Each Loan Party waives and agrees that it may not at any time insist on, plead, or consent by Lender claim, or take the benefit or advantage of any laws, claims, or doctrines related to appraisal, valuation, stay, extension, marshaling, redemption, or exemption. Each Loan Party waives with respect to its obligations and with respect to any of the provisions hereof Obligations: (i) all defenses with respect to diligence, presentment, demand, maturity, extension of time, change in nature or thereof; (c) form of the existenceObligations, value acceptance, release of security, composition, or condition agreement arrived at as to the amount of, or failure the terms of, the Obligations, other than payment in full of the Obligations; (ii) notice of adverse change in the other Loan Parties’ financial condition; and (iii) any other fact that might increase the risk to perfect that Loan Party. Each Loan Party also waives the benefit of all provisions of law that are or might be in conflict with the terms of this Section. Each Loan Party represents, warrants, and agrees that its Lien obligations under this Section are not and will not be subject to any setoffs, defenses, or counterclaims. Each Loan Party’s obligations under this Section remain in full force and effect until the Obligations have been irrevocably paid and performed in full and the Loan Documents have been terminated (other than contingent obligations with respect to which no claim has been asserted or threatened). Each Loan Party is in the same position as a principal debtor with respect to the Obligations and expressly waives all rights it has and may have to require that the Administrative Agent or the Lenders, as applicable, proceed against any other Loan Party or any Collateral before proceeding against, any security or as a condition to proceeding against, that Loan Party. The parties acknowledge that, but for the Obligations or any action, or the absence provisions of any action, by Lender in respect thereof this Section (including the release waivers), none of the Administrative Agent or any such security);Lender would enter into the Loan Documents. (d) Notwithstanding anything to the insolvency contrary in this Agreement or in any other Loan Document, until the Obligations are irrevocably paid and performed in full (other than contingent obligations with respect to which no claim has been asserted or threatened), each Loan Party: (i) Subordinates and defers all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, setoff, or any other rights that a surety could have against a principal, a guarantor, a maker, a co-maker, an obligor, an accommodation party, a holder, a transferee, and that a Loan Party may have against any Person (including another Loan Party) in connection with or as a result of a Loan Party performing its obligations under the Loan Documents or any other agreements. (ii) Irrevocably subordinates and defers any “claim” (as defined in the Bankruptcy Code) against any Person (including the other Loan Parties and any surety for any of the Obligations), either directly or as an attempted set off to any action instituted by the Administrative Agent against any Person (including the other Loan Parties). (iii) Acknowledges and agrees (x) that this subordination and deferral is intended to benefit the Administrative Agent and the Lenders and does not limit or otherwise affect that Loan Party’s liability or the enforceability of this Section and (y) that the Administrative Agent, each Lender, and their respective successors and assigns are intended third-party beneficiaries of the waivers and agreements set forth in this Section. (e) If the Administrative Agent enforces its rights with respect to any Collateral (either by judicial foreclosure or by non-judicial sale or enforcement), the Administrative Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights, remedies, and benefits under this Section. If, in the exercise of any of its rights and remedies, the Administrative Agent forfeits any of its rights or remedies, including its right to enter a deficiency judgment against any Loan Party or any other Person; or (e) , whether because of any applicable laws relating to “election of remedies” or similar laws, the current Loan Parties consent to that action by the Administrative Agent and waive any claim based on that action, even if the action by the Administrative Agent results in a full or future existence partial loss of any subrogation or other guarantors, including any rights that a Loan Party might otherwise have had but for the Administrative Agent’s action. Any election of remedies that results in the denial or impairment of the SubsidiariesAdministrative Agent’s right to seek a deficiency judgment against a Loan Party does not impair the other Loan Parties’ obligation to pay the full amount of the Obligations. If the Administrative Agent bids at any foreclosure sale, trustee sale, or at any private sale, the Administrative Agent may bid all or less than the amount of the Obligations and the Lenders’ amount of the Administrative Agent’s bid need not be paid by the Administrative Agent but will instead be credited against the Obligations. The amount of the successful bid at any such sale, whether by the Administrative Agent or any other bidder, is conclusively treated as the fair market value of the Collateral Agent’s dealings with such other guarantors(and the difference between that bid amount and the remaining balance of the Obligations is conclusively treated as the amount of the Obligations guaranteed under this Section, including notwithstanding that any release law, court decision, or ruling may have the effect of one or more reducing the amount of such guarantors;the deficiency claim but for bidding at any sale). (f) to The Guaranty in this Section is a continuing Guaranty that remains in full force and effect until the maximum extent permitted by applicable law, any other action or circumstances that might otherwise constitute a legal or equitable discharge, release or defense of a surety or guarantor. Obligations are irrevocably paid and performed in full. (g) Each Loan Party shall be regardedParty’s liability under this Section is limited to an amount not to exceed on any determination date the greater of (i) or (ii): (i) The net amount of all Loans to or for the benefit of the other Loan Parties under this Agreement and then re-loaned or otherwise transferred to or directly benefiting the subject Loan Party. (ii) The Loan Party’s Allocable Amount, after taking into account, among other things, that Loan Party’s right of contribution and shall be in indemnification from the same position, as principal debtor with respect to the Obligations guaranteed hereunderother Loan Parties under Section 14.4.

Cross-Guaranty. Each Loan Party Borrower hereby agrees that such Loan Party Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Lender the Agent, Collateral Agent and its the 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 Lender Agent, Collateral Agent and the Lenders by each other Loan PartyBorrower (“Guaranteed Obligations”). Each Loan Party 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 16 Article 12 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Section 16 Article 12 shall be absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any Loan Party Borrower is or may become a party; (b) the absence of any action action, against any Person other than such Borrower, to enforce this Agreement (including this Section 16Article 12) or any other Loan Document, Document or the waiver or consent by Lender the Agent, the Collateral Agent and the Lenders with respect to any of the provisions hereof or thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by Lender the Agent, the Collateral Agent and the Lenders in respect thereof (including the release of any such security); (d) the insolvency of any Loan Party or any other PersonCredit Party; or (e) the current or future existence of other guarantors, including any of the Subsidiaries, and the Lenders’ or the Collateral Agent’s dealings with such other guarantors, including any release of one or more of such guarantors; (f) to the maximum extent permitted by applicable law, any other action or circumstances that might otherwise constitute a legal or equitable discharge, release discharge or defense of a surety or guarantor. Each Loan Party Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations guaranteed hereunderGuaranteed Obligations.