Common use of Joint and Several Liability of Foreign Borrowers Clause in Contracts

Joint and Several Liability of Foreign Borrowers. (i) Each Foreign Borrower shall be jointly and severally liable with the other Foreign Borrowers for all Foreign Obligations, regardless of which Foreign Borrower actually receives Credit Extensions or the amount of such Credit Extensions received or the manner in which the Administrative Agent or any Lender accounts for such Credit Extensions on its books and records. Each Foreign Borrower’s obligations with respect to Credit Extensions made to it, and each Foreign Borrower’s obligations arising as a result of the joint and several liability of such Foreign Borrower with the other Foreign Borrowers with respect to Credit Extensions made to and other Foreign Obligations owing by the other Foreign Borrowers, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each Foreign Borrower. (ii) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents: (A) the obligations of each Foreign Borrower in its capacity as a joint and several obligor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable Law; (B) the obligations of each Danish Borrower in its capacity as a joint and several obligor under this Agreement and the other Loan Documents and arising as a result of the joint and several liability of such Danish Borrower with the other Foreign Borrowers with respect to Credit Extensions made to and other Foreign Obligations owing by the other Foreign Borrowers shall be limited to the extent required to comply with Danish Statutory Limitations and, accordingly, shall not include, and shall not be or be construed as, any liability, in respect of:

Joint and Several Liability of Foreign Borrowers. (i) Each The Foreign Borrower Borrowers shall be jointly and severally liable with for the other Foreign Borrowers for all Foreign Obligations, Obligations regardless of which Foreign Borrower actually receives Credit Extensions hereunder or the amount of such Credit Extensions received or the manner in which the Administrative Agent or any applicable Lender accounts for such Credit Extensions on its books and records. Each Foreign Borrower’s obligations with respect to Credit Extensions made to it, and each Foreign Borrower’s obligations arising as a result of the joint and several liability of such Foreign Borrower with the other Foreign Borrowers with respect to Credit Extensions made to and other Foreign Obligations owing by the other Foreign Borrowers, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each Foreign Borrower. (ii) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents: (A) Documents the obligations of each Foreign Borrower in its capacity as a joint and several obligor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable Law;. (Biii) the Each Foreign Borrower’s obligations of each Danish Borrower in its capacity as a joint and several obligor under this Agreement and the other Loan Documents and arising as a result of the joint and several liability of such Danish Foreign Borrower with the other Foreign Borrowers with respect to Credit Extensions made to and other Foreign Obligations owing by the other Foreign Borrowers shall, to the fullest extent permitted by Law, be unconditional irrespective of (A) the validity or enforceability, avoidance or subordination of the obligations of any other Foreign Borrower or any other Foreign Loan Party or of any document evidencing all or any part of the Foreign Obligations, (B) the absence of any attempt to collect the Foreign Obligations from any other Foreign Loan Party or any other security therefor, or the absence of any other action to enforce the same, (C) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the obligations of any other Foreign Loan Party, or any part thereof, or any other agreement now or hereafter executed by any other Foreign Loan Party and delivered to the Administrative Agent or any Lender, (D) the failure by the Administrative Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the obligations of any other Foreign Loan Party or (E) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Foreign Loan Party. With respect to each Foreign Borrower’s obligations arising as a result of the joint and several liability of such Foreign Borrower with the other Foreign Borrowers with respect to Credit Extensions made to the other Foreign Borrowers, such Foreign Borrower subordinates, and agrees not to exercise, until the Facility Termination Date, any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Foreign Borrower, any endorser or any guarantor of all or any part of the Foreign Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Lender to secure payment of the Foreign Obligations or any other liability of any Foreign Borrower to the Administrative Agent or any Lender. (iv) At any time the Administrative Agent may take any of the actions described in Section 9.02 in accordance with the terms thereof, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against any Foreign Borrower to collect and recover the full amount, or any portion of, the Foreign Obligations, without first proceeding against any other Foreign Loan Party or any other Person, or against any security or collateral for the Foreign Obligations. Each Foreign Borrower consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of any Foreign Borrower or against or in payment of any or all of the Foreign Obligations. (i) Notwithstanding any provision to the contrary contained herein or in any other Loan Document, the obligations of the Foreign Loan Parties shall be limited to the extent required Foreign Obligations and any obligations of the Foreign Loan Parties to comply indemnify the Administrative Agent, the Lenders or any other Person shall be limited to matters arising out of or in connection with Danish Statutory Limitations and, accordingly, shall not include, and shall not be or be construed as, any liability, in respect of:the Foreign Obligations.