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

Joint and Several Liability of US Borrowers. All Term Loans, Revolving Loans, Agent Advances and Swingline Loans in each case under the U.S. Revolving Facility or the Term Loan Facility, as applicable, upon funding, shall be deemed to be jointly funded to and received by the U.S. Borrowers and all Letters of Credit, upon issuance, shall be deemed to be jointly issued for the account of each U.S. Borrower. Each U.S. Borrower is jointly and severally liable under this Agreement for all of the U.S. Obligations, regardless of the manner or amount in which proceeds of any Loans or under any Secured Hedge Agreement or Secured Cash Management Agreements are used, allocated, shared or disbursed by or among the U.S. Borrowers themselves, or the manner in which the U.S. Administrative Agent and/or any other U.S. Secured Party accounts for such Loans or other Obligations on its books and records. Each U.S. Borrower shall be liable for all amounts due to the U.S. Administrative Agent and/or any Lender from any U.S. Borrower under this Agreement, regardless of which U.S. Borrower actually receives Loans or other credit extensions hereunder or the amount of such Loans and credit extensions received or the manner in which the U.S. Administrative Agent and/or such Lender accounts for such Loans or other credit extensions on its books and records. Each U.S. Borrower’s Obligations with respect to Loans and other credit extensions made to it, and such U.S. Borrower’s Obligations arising as a result of the joint and several liability of such U.S. Borrower hereunder with respect to Loans made to the other U.S. Borrowers hereunder shall be separate and distinct obligations, but all such Obligations shall be primary obligations of such U.S. Borrower. The U.S. Borrowers acknowledge and expressly agree with the U.S. Administrative Agent and each Lender that the joint and several liability of each U.S. Borrower is required solely as a condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to be extended under the Loan Documents to any or all of the other U.S. Borrowers and is not required or given as a condition of credit extensions to such U.S. Borrower. Each U.S. Borrower’s Obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the release of any other U.S. Borrower pursuant to Section 12.1 or the validity or enforceability, avoidance, or subordination of the Obligations of any other U.S. Borrower or of any promissory note or other document evidencing all or any part of the Obligations of any other U.S. Borrower, (ii) the absence of any attempt to collect the Obligations from any other U.S. Borrower, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance, or granting of any indulgence by an Agent and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any other U.S. Borrower, or any part thereof, or any other agreement now or hereafter executed by any other U.S. Borrower and delivered to an Agent and/or any Lender, (iv) the failure by an Agent and/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 U.S. Borrower, (v) an Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of an Agent’s and/or any Lender’s claim(s) for the repayment of the Obligations of any other U.S. Borrower under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other U.S. Borrower. With respect to any U.S. Borrower’s Obligations arising as a result of the joint and several liability of the U.S. Borrowers hereunder with respect to Loans or other credit extensions made to any of the other U.S. Borrowers hereunder, such U.S. Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which an Agent and/or any Lender now has or may hereafter have against any other U.S. Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to an Agent and/or any Lender to secure payment of the Obligations or any other liability of any U.S. Borrower to an Agent and/or any Lender. Upon any Event of Default, the Agents may proceed directly and at once, without notice, against any U.S. Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other U.S. Borrower or any other Person, or against any security or collateral for the Obligations. Each U.S. Borrower consents and agrees that the Agents shall be under no obligation to marshal any assets in favor of any U.S. Borrower or against or in payment of any or all of the U.S. Obligations. Notwithstanding anything to the contrary in the foregoing, none of the foregoing provisions of this Section 12.21 shall apply to any Person released from its Obligations as a U.S. Subsidiary Borrower in accordance with Section 12.1. Except as specifically provided herein, the U.S. Borrowers will not have any obligations with respect to Canadian Obligations and, for the avoidance of doubt, no U.S. Collateral will secure any Canadian Obligations.

Joint and Several Liability of US Borrowers. All Term Loans, Revolving Loans, Agent Advances and Swingline Loans in each case under the U.S. Revolving Facility or the Term Loan Facility, as applicableLoans, upon funding, shall be deemed to be jointly funded to and received by the U.S. Borrowers and all Letters of Credit, upon issuance, shall be deemed to be jointly issued for the account of each U.S. Borrower. Each U.S. Borrower is jointly and severally liable under this Agreement for all of the U.S. Obligations, regardless of the manner or amount in which proceeds of any Loans or under any Secured Hedge Agreement or Secured Cash Management Agreements are used, allocated, shared or disbursed by or among the U.S. Borrowers themselves, or the manner in which the U.S. any Administrative Agent and/or any other U.S. Secured Party accounts for such Loans or other Obligations on its books and records. Each U.S. Borrower shall be liable for all amounts due to the U.S. Administrative Agent Agents and/or any Lender from any U.S. Borrower under this Agreement, regardless of which U.S. Borrower actually receives Loans or other credit extensions hereunder or the amount of such Loans and credit extensions received or the manner in which the U.S. Administrative such Agent and/or such Lender accounts for such Loans or other credit extensions on its books and records. Each U.S. Borrower’s Obligations with respect to Loans and other credit extensions made to it, and such U.S. Borrower’s Obligations arising as a result of the joint and several liability of such U.S. Borrower hereunder with respect to Loans made to the other U.S. Borrowers hereunder shall be separate and distinct obligations, but all such Obligations shall be primary obligations of such U.S. Borrower. The U.S. Borrowers acknowledge and expressly agree with the U.S. Administrative Agent Agents and each Lender that the joint and several liability of each U.S. Borrower is required solely as a condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to be extended under the Loan Credit Documents to any or all of the other U.S. Borrowers and is not required or given as a condition of credit extensions to such U.S. Borrower. Each U.S. Borrower’s Obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the release of any other U.S. Borrower pursuant to Section 12.1 or the validity or enforceability, avoidance, or subordination of the Obligations of any other U.S. Borrower or of any promissory note or other document evidencing all or any part of the Obligations of any other U.S. Borrower, (ii) the absence of any attempt to collect the Obligations from any other U.S. Borrower, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance, or granting of any indulgence by an Agent and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any other U.S. Borrower, or any part thereof, or any other agreement now or hereafter executed by any other U.S. Borrower and delivered to an Agent and/or any Lender, (iv) the failure by an Agent and/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 U.S. Borrower, (v) an Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of an Agent’s and/or any Lender’s claim(s) for the repayment of the Obligations of any other U.S. Borrower under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other U.S. Borrower. With respect to any U.S. Borrower’s Obligations arising as a result of the joint and several liability of the U.S. Borrowers hereunder with respect to Loans or other credit extensions made to any of the other U.S. Borrowers hereunder, such U.S. Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which an Agent and/or any Lender now has or may hereafter have against any other U.S. Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to an Agent and/or any Lender to secure payment of the Obligations or any other liability of any U.S. Borrower to an Agent and/or any Lender. Upon any Event of Default, the Agents may proceed directly and at once, without notice, against any U.S. Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other U.S. Borrower or any other Person, or against any security or collateral for the Obligations. Each U.S. Borrower consents and agrees that the Agents shall be under no obligation to marshal any assets in favor of any U.S. Borrower or against or in payment of any or all of the U.S. Obligations. Notwithstanding anything to the contrary in the foregoing, none of the foregoing provisions of this Section 12.21 shall apply to any Person released from its Obligations as a U.S. Subsidiary Borrower in accordance with Section 12.1. Except as specifically provided herein, the U.S. Borrowers will not have any obligations with respect to Canadian Obligations and, for the avoidance of doubt, no U.S. Collateral will secure any Canadian Obligations.

Joint and Several Liability of US Borrowers. All Term Loans, Revolving Loans, Agent Advances and Swingline Loans in each case under the U.S. Revolving Facility or the Term Loan Facility, as applicableLoans, upon funding, shall be deemed to be jointly funded to and received by the U.S. Borrowers and all Letters of Credit, upon issuance, shall be deemed to be jointly issued for the account of each U.S. Borrower. Each U.S. Borrower is jointly and severally liable under this Agreement for all of the U.S. Obligations, regardless of the manner or amount in which proceeds of any Loans or under any Secured Hedge Agreement or Secured Cash Management Agreements are used, allocated, shared or disbursed by or among the U.S. Borrowers themselves, or the manner in which the U.S. any Administrative Agent and/or any other U.S. Secured Party accounts for such Loans or other Obligations on its books and records. Each U.S. Borrower shall be liable for all amounts due to the U.S. Administrative Agent Agents and/or any Lender from any U.S. Borrower under this Agreement, regardless of which U.S. Borrower actually receives Loans or other credit extensions hereunder or the amount of such Loans and credit extensions received or the manner in which the U.S. such Administrative Agent and/or such Lender accounts for such Loans or other credit extensions on its books and records. Each U.S. Borrower’s Obligations with respect to Loans and other credit extensions made to it, and such U.S. Borrower’s Obligations arising as a result of the joint and several liability of such U.S. Borrower hereunder with respect to Loans made to the other U.S. Borrowers hereunder shall be separate and distinct obligations, but all such Obligations shall be primary obligations of such U.S. Borrower. The U.S. Borrowers acknowledge and expressly agree with the U.S. Administrative Agent Agents and each Lender that the joint and several liability of each U.S. Borrower is required solely as a condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to be extended under the Loan Documents to any or all of the other U.S. Borrowers and is not required or given as a condition of credit extensions to such U.S. Borrower. Each U.S. Borrower’s Obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the release of any other U.S. Borrower pursuant to Section 12.1 or the validity or enforceability, avoidance, or subordination of the Obligations of any other U.S. Borrower or of any promissory note or other document evidencing all or any part of the Obligations of any other U.S. Borrower, (ii) the absence of any attempt to collect the Obligations from any other U.S. Borrower, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance, or granting of any indulgence by an Agent and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any other U.S. Borrower, or any part thereof, or any other agreement now or hereafter executed by any other U.S. Borrower and delivered to an Agent and/or any Lender, (iv) the failure by an Agent and/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 U.S. Borrower, (v) an Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of an Agent’s and/or any Lender’s claim(s) for the repayment of the Obligations of any other U.S. Borrower under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other U.S. Borrower. With respect to any U.S. Borrower’s Obligations arising as a result of the joint and several liability of the U.S. Borrowers hereunder with respect to Loans or other credit extensions made to any of the other U.S. Borrowers hereunder, such U.S. Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which an Agent and/or any Lender now has or may hereafter have against any other U.S. Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to an Agent and/or any Lender to secure payment of the Obligations or any other liability of any U.S. Borrower to an Agent and/or any Lender. Upon any Event of Default, the Agents may proceed directly and at once, without notice, against any U.S. Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other U.S. Borrower or any other Person, or against any security or collateral for the Obligations. Each U.S. Borrower consents and agrees that the Agents shall be under no obligation to marshal any assets in favor of any U.S. Borrower or against or in payment of any or all of the U.S. Obligations. Notwithstanding anything to the contrary in the foregoing, none of the foregoing provisions of this Section 12.21 shall apply to any Person released from its Obligations as a U.S. Subsidiary Borrower in accordance with Section 12.1. Except as specifically provided herein, the U.S. Borrowers will not have any obligations with respect to Canadian Obligations and, for the avoidance of doubt, no U.S. Collateral will secure any Canadian Obligations.

Joint and Several Liability of US Borrowers. All Term Loans, Revolving Loans, Agent Advances and Swingline Loans in each case under the U.S. Revolving Facility or the Term Loan Facility, as applicableLoans, upon funding, shall be deemed to be jointly funded to and received by the U.S. Borrowers and all Letters of Credit, upon issuance, shall be deemed to be jointly issued for the account of each U.S. Borrower. Each U.S. Borrower is jointly and severally liable under this Agreement for all of the U.S. Obligations, regardless of the manner or amount in which proceeds of any Loans or under any Secured Hedge Agreement or Secured Cash Management Agreements are used, allocated, shared or disbursed by or among the U.S. Borrowers themselves, or the manner in which the U.S. any Administrative Agent and/or any other U.S. Secured Party accounts for such Loans or other Obligations on its books and records. Each U.S. Borrower shall be liable for all amounts due to the U.S. Administrative Agent Agents and/or any Lender from any U.S. Borrower under this Agreement, regardless of which U.S. Borrower actually receives Loans or other credit extensions hereunder or the amount of such Loans and credit extensions received or the manner in which the U.S. such Administrative Agent and/or such Lender accounts for such Loans or other credit extensions on its books and records. Each U.S. BorrowerBorrower’sBorrower’s Obligations with respect to Loans and other credit extensions made to it, and such U.S. BorrowerBorrower’sBorrower’s Obligations arising as a result of the joint and several liability of such U.S. Borrower hereunder with respect to Loans made to the other U.S. Borrowers hereunder shall be separate and distinct obligations, but all such Obligations shall be primary obligations of such U.S. Borrower. The U.S. Borrowers acknowledge and expressly agree with the U.S. Administrative Agent and each Lender that the joint and several liability of each U.S. Borrower is required solely as a condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to be extended under the Loan Documents to any or all of the other U.S. Borrowers and is not required or given as a condition of credit extensions to such U.S. Borrower. Each U.S. Borrower’s Obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the release of any other U.S. Borrower pursuant to Section 12.1 or the validity or enforceability, avoidance, or subordination of the Obligations of any other U.S. Borrower or of any promissory note or other document evidencing all or any part of the Obligations of any other U.S. Borrower, (ii) the absence of any attempt to collect the Obligations from any other U.S. Borrower, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance, or granting of any indulgence by an Agent and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any other U.S. Borrower, or any part thereof, or any other agreement now or hereafter executed by any other U.S. Borrower and delivered to an Agent and/or any Lender, (iv) the failure by an Agent and/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 U.S. Borrower, (v) an Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of an Agent’s and/or any Lender’s claim(s) for the repayment of the Obligations of any other U.S. Borrower under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other U.S. Borrower. With respect to any U.S. Borrower’s Obligations arising as a result of the joint and several liability of the U.S. Borrowers hereunder with respect to Loans or other credit extensions made to any of the other U.S. Borrowers hereunder, such U.S. Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which an Agent and/or any Lender now has or may hereafter have against any other U.S. Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to an Agent and/or any Lender to secure payment of the Obligations or any other liability of any U.S. Borrower to an Agent and/or any Lender. Upon any Event of Default, the Agents may proceed directly and at once, without notice, against any U.S. Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other U.S. Borrower or any other Person, or against any security or collateral for the Obligations. Each U.S. Borrower consents and agrees that the Agents shall be under no obligation to marshal any assets in favor of any U.S. Borrower or against or in payment of any or all of the U.S. Obligations. Notwithstanding anything to the contrary in the foregoing, none of the foregoing provisions of this Section 12.21 shall apply to any Person released from its Obligations as a U.S. Subsidiary Borrower in accordance with Section 12.1. Except as specifically provided herein, the U.S. Borrowers will not have any obligations with respect to Canadian Obligations and, for the avoidance of doubt, no U.S. Collateral will secure any Canadian Obligations.