Common use of Joint and Several Liability of the Companies Clause in Contracts

Joint and Several Liability of the Companies. (a) Notwithstanding anything in this Agreement or any other Note Document to the contrary, each of the Companies hereby accepts joint and several liability hereunder and under the other Note Documents in consideration of the financial accommodations to be provided by the Agent and the Purchasers under this Agreement and the other Note Documents, for the mutual benefit, directly and indirectly, of each of the Companies and in consideration of the undertakings of the other Companies to accept joint and several liability for the Obligations. Each of the Companies, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but as a co-debtor, joint and several liability with the other Companies, with respect to the payment and performance of all of the Obligations (including, without limitation, any Obligations arising under this Section 3.4, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each of the Companies without preferences or distinction among them). If and to the extent that any of the Companies shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Companies will make such payment with respect to, or perform, such Obligation. Subject to the terms and conditions hereof, the Obligations of each of the Companies under the provisions of this Section 3.4 constitute the absolute and unconditional, full recourse Obligations of each of the Companies, enforceable against each such Person to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement, the other Note Documents or any other circumstances whatsoever. (b) The provisions of this Section 3.4 are made for the benefit of the Agent, the Purchasers and their successors and assigns, and may be enforced by them from time to time against any or all of the Companies as often as occasion therefor may arise and without requirement on the part of the Agent, the Purchasers or such successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any of the other Companies or to exhaust any remedies available to it or them against any of the other Companies or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 3.4 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. (c) Each of the Companies hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Companies with respect to any liability incurred by it hereunder or under any of the other Note Documents, any payments made by it to the Agent or the Purchasers with respect to any of the Obligations or any Collateral, until such time as all of the Obligations have been paid in full in cash. Any claim which any Company may have against any other Company with respect to any payments to the Agent or the Purchasers hereunder or under any other Note Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations.

Joint and Several Liability of the Companies. (a) Notwithstanding anything in this Agreement or any other Note Credit Document to the contrary, each of the Companies hereby accepts joint and several liability hereunder and under the other Note Credit Documents in consideration of the financial accommodations to be provided by the Administrative Agent and the Purchasers Lenders under this Agreement and the other Note Credit Documents, for the mutual benefit, directly and indirectly, of each of the Companies and in consideration of the undertakings of the other Companies Company to accept joint and several liability for the Obligations. Each of the Companies, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other CompaniesCompany, with respect to the payment and performance of all of the Obligations (including, without limitation, any Obligations arising under this Section 3.42.15), it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each of the Companies without preferences or distinction among them). If and to the extent that any of the Companies shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, event the other Companies will make such payment with respect to, or perform, such Obligation. Subject to the terms and conditions hereof, the Obligations of each of the Companies under the provisions of this Section 3.4 2.15 constitute the absolute and unconditional, full recourse Obligations of each of the Companies, Companies enforceable against each such Person to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement, the other Note Credit Documents or any other circumstances whatsoever. (b) The provisions of this Section 3.4 2.15 are made for the benefit of the Agent, Administrative Agent and the Purchasers Lenders and their successors and assigns, and may be enforced by them from time to time against any or all of the Companies as often as occasion therefor may arise and without requirement on the part of the Administrative Agent, the Purchasers Lenders or such successors or assigns first to marshal marshall any of its or their claims xxxxx xxaims or to exercise any of its or their rights against any of the other Companies Company or to exhaust any remedies available to it or them against any of the other Companies Company or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 3.4 2.15 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. (c) Each of the Companies hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Companies Company with respect to any liability incurred by it hereunder or under any of the other Note Credit Documents, any payments made by it to the Administrative Agent or the Purchasers Lenders with respect to any of the Obligations or any Collateral, Collateral until such time as all of the Obligations have been paid in full in cash. Any claim which any Company may have against any the other Company with respect to any payments to the Administrative Agent or the Purchasers Lenders hereunder or under any other Note Credit Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the ObligationsObligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Company, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to the other Company therefor.

Joint and Several Liability of the Companies. (a) Notwithstanding anything in this Agreement or any other Note Document to the contrary, Each Company shall be jointly and severally liable hereunder and under each of the other Loan Documents with respect to all Obligations, regardless of which of the Companies hereby accepts actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Companies, the Administrative Agent, the Lenders or the Issuing Lender accounts therefore in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Company's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Company's obligations and liabilities arising as a result of the joint and several liability of the Companies hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, the other Company, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Company. Neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the other Note Collateral Documents in consideration by, either of the financial accommodations Companies shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or the Issuing Lender, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against either Company, any Subsidiary, any other Person, any collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including any collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing Lender, or any other event or condition with respect to the other Company, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Company, or a Guarantor of any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Company or the other Company. (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, to the extent the joint obligations of a Company shall be adjudicated to be provided invalid or unenforceable for any reason (including because of 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) then the joint and several Obligations of each Company hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including the federal Bankruptcy Code). (c) To the extent that any Company shall make a payment under this Section 15.20(c) of all or any of the Obligations (other than Loans made to that Company for which it is primarily liable) (a "Guarantor Payment") that, taking into account all other Guarantor Payments then previously or concurrently made by the Agent and other Company, exceeds the Purchasers under this Agreement and amount that such Company would otherwise have paid if each Company had paid the other Note Documents, for aggregate Obligations satisfied by such Guarantor Payment in the mutual benefit, directly and indirectly, same proportion that such Company's "Allocable Amount" (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Companies and in consideration of the undertakings of the other Companies to accept joint and several liability for the Obligations. Each of the Companies, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but as a co-debtor, joint and several liability with the other Companies, with respect determined immediately prior to the payment and performance making of all of the Obligations (includingsuch Guarantor Payment, without limitationthen, any Obligations arising under this Section 3.4, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each of the Companies without preferences or distinction among them). If and to the extent that any of the Companies shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Companies will make such payment with respect to, or perform, such Obligation. Subject to the terms and conditions hereof, the Obligations of each of the Companies under the provisions of this Section 3.4 constitute the absolute and unconditional, full recourse Obligations of each of the Companies, enforceable against each such Person to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement, the other Note Documents or any other circumstances whatsoever. (b) The provisions of this Section 3.4 are made for the benefit of the Agent, the Purchasers and their successors and assigns, and may be enforced by them from time to time against any or all of the Companies as often as occasion therefor may arise and without requirement on the part of the Agent, the Purchasers or such successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any of the other Companies or to exhaust any remedies available to it or them against any of the other Companies or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 3.4 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. (c) Each of the Companies hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Companies with respect to any liability incurred by it hereunder or under any of the other Note Documents, any payments made by it to the Agent or the Purchasers with respect to any of the Obligations or any Collateral, until such time as all of the Obligations have been paid in full in cash. Any claim which any Company may have against any other Company with respect to any payments to the Agent or the Purchasers hereunder or under any other Note Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior following indefeasible payment in full in cash of the Obligations.Obligations and termination of the Commitments, such Company shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the other Company 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 either Company shall be equal to the maximum amount of the claim that could then be recovered from such Company under this Section 15.20(c) 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 15.20(c) is intended only to define the relative rights of the Companies and nothing set forth in this Section 15.20