Common use of Joint and Several Liability Clause in Contracts

Joint and Several Liability. Each Company acknowledges that it is jointly and severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordingly.

Joint and Several Liability. Each Company of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall automatically be deemed a payment of such Obligations by and on behalf of all Borrowers. All Term Loans extended to or on behalf of any Borrower shall be deemed to have been amended accordinglybe Term Loans extended for or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this subsection 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this subsection 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. Each Company acknowledges that it is jointly and severally The Loan Parties shall be liable for all amounts due to the Agent and/or any Lender under this Agreement, regardless of which Loan Party actually receives Loans or other extensions of credit hereunder (including the issuance of Letters of Credit for the account of the Borrower) or the amount of such Loans received or Letters of Credit issued or the manner in which the Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and records. The Borrower's Obligations with respect to Loans made to it and Letters of Credit issued for its account, and each Loan Party's Obligations arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of the Loan Parties hereunder, whether at maturity or earlierwith respect to Loans made to the Borrower and Letters of Credit issued for the account of the Borrower hereunder, by reason of acceleration or otherwiseshall be separate and distinct Obligations, and at but all times thereafter, of all such Obligations shall be primary Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a PurchaserLoan Party. Each Company agrees that if this guaranty, Loan Party's Obligations arising as a result of the joint and several liability of the Loan Parties hereunder with respect to Loans or any Liens securing this guaranty, would, but other extensions of credit made to the Borrower hereunder (including the issuance of Letters of Credit for the application account of this sentenceBorrower) shall, to the fullest extent permitted by law, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (ai) the validity or enforceability enforceability, avoidance or subordination of the Obligations of any or any part thereof, all of the other Loan Parties or of any promissory note or other document evidencing all or any part of the ObligationsObligations of any or all other Loan Parties, (bii) the absence of any attempt to collect the Obligations from any or all of the other Company Loan Parties, or any guarantor other security therefor, or the absence of any other action to enforce the same, (ciii) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, the Agent and/or any Purchaser or any other Person Lender with respect to any provision of any agreementinstrument evidencing the Obligations of any or all of the other Loan Parties, instrument or document evidencing or securing all or any part of the Obligations, thereof; or any other agreement, instrument or document agreement now or hereafter executed by any or all of the other Company Loan Parties and delivered to Agent, the Agent and/or any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lender, (div) the failure by Agent, the Agent and/or any Purchaser or any other Person Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or Collateral collateral for the Obligations, for its benefitObligations of any or all of the other Loan Parties, (ev) the Agent’s or 's and/or any Purchaser’s Lender's election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (fvi) any borrowing or grant of a security interest by any Company or all of the other Loan Parties, as debtordebtors-in-possession, possession under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (hvii) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of any or all of the other Loan Parties. With respect to the Loan Parties' Obligations arising as a Company result of the joint and several liability of the Loan Parties hereunder with respect to Loans or a guarantor other extensions of credit made to or for the account of the Borrower hereunder (other than payment including the issuance of Letters of Credit for the account of the Borrower), each Loan Party 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 the Agent and/or any Lender now has or may hereafter have against any other Loan Party, any endorser or any guarantor of all or any part of the Obligations). Notwithstanding anything , and any benefit of, and any right to participate in, any security or collateral given to the contrary Agent and/or any Lender to secure payment of the Obligations or any other liability of any Loan Party to the Agent and/or any Lender. Upon any Event of Default (but subject to any applicable notice requirements set forth in this Section 1.411.2(a)), it is the intent Agent may proceed directly and at once, without notice, against any Loan Party to collect and recover the full amount, or any portion of the parties hereto Obligations, without first proceeding against any other Loan Party or any other Person, or against any security or collateral for the Obligations. Each Loan Party consents and agrees that the liability incurred by each Company Agent shall be under no obligation to marshal any assets in respect favor of any Loan Party or against or in payment of any or all of the Obligations Obligations. Each Loan Party hereby irrevocably designates and appoints Borrower as the "Authorized Representative" under this Agreement to deliver and receive all notices and written notices on behalf of such Loan Party and to receive on behalf of such Loan Party and distribute all distributions of the other Company (Loan Parties in accordance with the respective interests of the Loan Parties. Each Loan Party hereby unconditionally releases the Agent, the Bank, the Lenders and any Lien granted by each Company of their Affiliates with respect to secure any claims, obligations or duties that such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be Persons may otherwise have been deemed to have been amended accordinglypossess absent the designation and appointment set forth in the preceding sentence.

Joint and Several Liability. Each Company acknowledges All obligations of Borrower and Grantor under this Agreement shall be joint and several, and all references to Grantor shall mean each and every Grantor, and all references to Borrower shall mean each and every Borrower. This means that each Borrower and Grantor signing below is responsible for all obligations in this Agreement. Where any one or more of the parties is a corporation, partnership, limited liability company or similar entity, it is jointly and severally liable not necessary for all Lender to inquire into the powers of any of the Obligations and as a result hereby unconditionally guaranties officers, directors, partners, members, or other agents acting or purporting to act on the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwiseentity's behalf, and at all times thereafter, any obligations made or created in reliance upon the professed exercise of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien powers shall be valid and enforceable to the maximum extent that would guaranteed under this Agreement. No Waiver by Lender. Lender shall not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations waived any rights under this guaranty Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall be unconditional, irrespective operate as a waiver of (a) the validity or enforceability of the Obligations such right or any part thereofother right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any promissory note or other document evidencing all or of Grantor's obligations as to any part future transactions. Whenever the consent of Lender is required under this Agreement, the Obligations, (b) the absence granting of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or such consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, Lender in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), instance shall not constitute a fraudulent conveyance under Section 548 continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyLender.

Joint and Several Liability. (a) Each Company acknowledges that it of the Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders and the Issuing Lender under this Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. For purposes of clarity, any Loan made, or any Letter of Credit extended, under this Credit Agreement to, or for the account of, either Borrower shall be deemed to be, and shall be, a joint and several obligation of both Borrowers. (b) Each of the Borrowers jointly and severally liable for hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all Obligations, it being the intention of the parties hereto that all such Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them. (c) If and to the extent that either of the Borrowers shall fail to make any payment with respect to any of the Obligations as and as a result hereby unconditionally guaranties when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. (d) The obligations of each Borrower under the provisions of this Section 11.18 constitute full recourse obligations of the Borrowers, enforceable against the Borrowers to the full extent of their properties and prompt assets, irrespective of the validity, regularity or enforceability of this Credit Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loan made or Letter of Credit extended under this Credit Agreement, notice of occurrence of any Event of Default, or of any demand for any payment when dueunder this Credit Agreement, whether notice of any action at maturity any time taken or earlieromitted by any Lender or the Issuing Lender under or in respect of any of the Obligations, by reason any requirement of acceleration or otherwisediligence and, generally, all demands, notices and at all times thereafter, of all Obligations other formalities of every kind in connection with this Credit Agreement. Each Borrower hereby assents to, and nature waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender or the Issuing Lender at any time or times in respect of any default by either Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Credit Agreement, any and all other indulgences whatsoever by any Lender or the Issuing Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of either Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other Company action or delay in acting or failure to Agentact on the part of any Lender or the Issuing Lender, Purchasers and their Affiliatesincluding, howsoever createdwithout limitation, arising any failure strictly or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due diligently to assert any right or to become due, and howsoever owned, held pursue any remedy or acquired by Agent, any Purchaser to comply fully with the applicable Laws or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, wouldregulations thereunder which might, but for the application provisions of this sentenceSection 11.18, be unenforceable under applicable lawafford grounds for terminating, this guaranty and each discharging or relieving such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty Borrower, in whole or such Lien to be unenforceable under applicable lawin part, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that from any of its obligations under this guaranty shall be unconditionalSection 11.18, irrespective it being the intention of (a) the validity or enforceability each Borrower that, so long as any of the Obligations remain unsatisfied, the obligations of such Borrower under this Section 11.18 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 11.18 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of either Borrower, any Lender or the Issuing Lender. (f) The provisions of this Section 11.18 are made for the benefit of the Lenders and the Issuing Lender and their respective successors and assigns, and may be enforced by any such Person from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender or the Issuing Lender first to marshal any of its claims or to exercise any of its rights against either of the other Borrowers or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this Section 11.18 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, or made in respect of any promissory note or other document evidencing all or any part of the Obligations, (b) is rescinded or must otherwise be restored or returned by any Lender or the absence Issuing Lender upon the insolvency, bankruptcy or reorganization of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part either of the ObligationsBorrowers, or any other agreementotherwise, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Personthe provisions of this Section 11.18 will forthwith be reinstated in effect, as applicable, that reduces the amount of any of the Obligations to though such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, payment had not been made. (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Notwithstanding any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything provision to the contrary set forth contained herein or in this Section 1.4, it is the intent any other of the parties hereto that Credit Documents, to the liability incurred by each Company in respect extent the joint obligations of the Obligations of the other Company a Borrower shall be adjudicated to be invalid or unenforceable for any reason (and any Lien granted by each Company to secure such Obligations)including, not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions without limitation, because of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, federal law relating to fraudulent conveyances or transfers) then the obligations of each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) Borrower hereunder shall be valid and enforceable only limited to the maximum extent amount that would not cause is permissible under applicable Law (whether federal or state and including, without limitation, the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyfederal Bankruptcy Code).

Joint and Several Liability. Each Company acknowledges that it is jointly and severally liable (a) The liability of the Borrowers for all amounts due to the Administrative Agent or any Lender under this Agreement shall be joint and several regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent or such Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower’s Obligations with respect to Loans made to it, and each Borrower’s Obligations arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of the Borrowers hereunder, whether at maturity or earlierwith respect to Loans made to the other Borrower hereunder, by reason of acceleration or otherwiseshall be separate and distinct obligations, and at but all times thereafter, of all such Obligations of every kind and nature shall be primary obligations of each Borrower. (b) Each Borrower’s Obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to Loans or other Company extensions of credit made to Agentthe other Borrower hereunder shall, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired the fullest extent permitted by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentencelaw, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (a1) the validity or enforceability enforceability, avoidance or subordination of the Obligations or any part thereof, of such other Borrower or of any promissory note or other document evidencing all or any part of the ObligationsObligations of such other Borrower, (b2) the absence of any attempt to collect the Obligations from such other Borrower, any other Company guarantor, or any guarantor other security therefor, or the absence of any other action to enforce the same, (c3) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, any Purchaser the Administrative Agent or any other Person Lender with respect to any provision of any agreementinstrument evidencing the Obligations of such other Borrower, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any such other Company Borrower and delivered to Agent, any Purchaser the Administrative Agent or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lender, (d4) the failure by Agent, any Purchaser the Administrative Agent or any other Person Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or Collateral collateral for the Obligations, for its benefitObligations of such other Borrower, (e5) the Administrative Agent’s or any PurchaserLender’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (f6) any borrowing or grant of a security interest by any Company such other Borrower, as debtor-in-possession, possession under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (g7) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of the Administrative Agent’s or any PurchaserLender’s claim(s) for the repayment of the Obligations of such other Borrower under Section 502 of the Bankruptcy Code, or (h) 8) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Company guarantor or of such other Borrower. With respect to each Borrower’s Obligations arising as a guarantor (result of the joint and several liability of the Borrowers hereunder with respect to Loans or other than payment extensions of credit made to any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and the Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now or may hereafter have against any Borrower, any endorser or any guarantor of all or any part of the Obligations). Notwithstanding anything , and any benefit of, and any right to participate in, any security or collateral given to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect Administrative Agent or any Lender to secure payment of the Obligations or any other liability of the other Company Borrowers to the Administrative Agent or any Lender. (c) Upon any Event of Default, the Administrative Agent may proceed directly and at once, without notice, against either Borrower to collect and recover the full amount, or any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 portion of the United States Bankruptcy Code Obligations, without first proceeding against the other Borrower or a fraudulent conveyance any other Person, or fraudulent transfer against any security or collateral for the Obligations. Each Borrower consents and agrees that the Administrative Agent shall be under the provisions no obligation to marshal any assets in favor of such Borrower or against or in payment of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect all of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordingly.

Joint and Several Liability. Each Company acknowledges that it is Borrower shall be jointly and severally liable for all amounts due to Agent and Lenders under this Agreement and the other Financing Agreements, regardless of which Borrower actually received the Loans hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans or other extensions of credit on its books and records. All references herein or in any of the other Financing Agreements to any of the obligations of Borrowers to make any payment hereunder or thereunder shall constitute joint and several obligations of Borrowers. The Obligations with respect to Loans made to a Borrower, and the Obligations arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of a Borrower hereunder, whether at maturity or earlierwith respect to Loans made to the other Borrower, by reason of acceleration or otherwiseshall be separate and distinct obligations, and at but all times thereafter, such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of every kind the joint and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate several liability of a Purchaser. Each Company agrees that if this guarantyBorrower hereunder with respect to Loans or other extensions of credit made to the other Borrower shall, or any Liens securing this guaranty, would, but for to the application of this sentencefullest extent permitted by law, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (a) the validity or enforceability enforceability, avoidance or subordination of the Obligations or any part thereof, of the other Borrower or of any promissory note or other document evidencing all or any part of the ObligationsObligations of the other Borrower, (b) the absence of any attempt to collect the Obligations from the other Borrower, any Obligor or any other Company security therefor, or the absence of any guarantor or other action to enforce the same, (c) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, any Purchaser Agent or any other Person Lender with respect to any provision provisions of any agreementinstrument evidencing the Obligations of the other Borrower, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any the other Company Borrower and delivered to Agent, any Purchaser Agent or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lender, (d) the failure by Agent, any Purchaser Agent or any other Person Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any and maintain its security or Collateral collateral for the Obligations, for its benefitObligations of the other Borrower, (e) Agent’s or any Purchaser’s election, the election of Agent and Lenders in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of Agent’s the claim(s) of Agent or any Purchaser’s claim(s) Lender for the repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or (hg) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of an Obligor or of the other Borrower. With respect to the Obligations arising as a Company result of the joint and several liability of a Borrower hereunder with respect to Loans or a guarantor (other than payment extensions of credit made to the other Borrower hereunder, each 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 Agent or any Lender now has or may hereafter have against any Borrower or Obligor and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. At any time an Event of Default exists or has occurred and is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations), without first proceeding against the other Borrower or any other Person, or against any security or collateral for the Obligations. Notwithstanding anything Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to the contrary set forth marshal any assets in this Section 1.4, it is the intent favor of any Borrower or against or in payment of any or all of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordingly.

Joint and Several Liability. Section 19.01. Each Company acknowledges that it Borrower is accepting joint and several liability under this Agreement in consideration of the financial accommodations to be provided by Bank under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of each other Borrower to accept joint and several liability for the Obligations of each Borrower to Bank. Section 19.02. Each Borrower, jointly and severally liable for severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with each other Borrower, with respect to the payment and performance of all of the Obligations of each Borrower to Bank under this Agreement (including, without limitation, any Obligations arising under this section), it being the intention of the parties hereto that all the Obligations of each Borrower to Bank under this Agreement shall be the joint and several Obligations of each of the Borrowers without preferences or distinction among them. Section 19.03. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations of each Borrower to Bank under this Agreement, as a result hereby unconditionally guaranties and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event the other Borrower, under this Agreement will make such payment with respect to, or perform, such Obligation. Section 19.04. The Obligations of each Borrower under the provisions of this section constitute full recourse Obligations of each Borrower enforceable against each such Borrower to the full extent of its properties and prompt payment when dueassets, whether irrespective of the validity, regularity or enforceability of this Agreement or any other circumstance whatsoever. Section 19.05. Each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Revolving Loans made under this Agreement, notice of any action at maturity any time taken or earlieromitted by Bank under or in respect of any of the Obligations of each Borrower to Bank under this Agreement, and, generally, to the extent permitted by reason of acceleration or otherwiseapplicable law, all demands, notices and at all times thereafter, of all Obligations other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and nature waives notice of, any extension or postponement of the time for the payment of any of the Obligations of each Borrower to Bank under this Agreement, the acceptance of any payment of any of such Obligations, the acceptance of any partial payment thereon, any waiver, consent or other Company action or acquiescence by Bank at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Bank in respect of any of the Obligations of each Borrower to AgentBank under this Agreement, Purchasers and their Affiliatesthe taking, howsoever createdaddition, arising substitution or evidencedrelease, whether direct in whole or indirectin part, absolute at any time or contingenttimes, joint of any security for any of such Obligations of each Borrower to Bank or severalthe addition, now substitution or hereafter existingrelease, in whole or due in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on Bank's part with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to become duepursue any remedy or to comply fully with applicable laws or regulations thereunder, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, wouldwhich might, but for the application provisions of this sentencesection, be unenforceable under applicable lawafford grounds for terminating, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty discharging or such Lien to be unenforceable under applicable lawrelieving any Borrower, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that in whole or in part, from any of its obligations Obligations under this guaranty shall be unconditionalsection, irrespective it being the intention of (a) the validity or enforceability each Borrower that, so long as any of the Obligations under this Agreement remain unsatisfied, the Obligations of such Borrower under this section shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this section shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or Bank. The joint and several liability of each Borrower under this Agreement shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or Bank. Section 19.06. The provisions of this section are made for the benefit of Bank and Bank's successors and assigns, and may be enforced by Bank in good faith from time to time against any or all of the Borrowers as often as occasion therefor may arise and without requirement on Bank's part first to marshal any of its claims or to exercise any of its rights against any Borrower or to exhaust any remedies available to Bank against any other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations under this Agreement or to elect any other remedy. The provisions of this section shall remain in effect until all of the Obligations of each Borrower to Bank under this Agreement shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, or made in respect of any promissory note of such Obligations of each Borrower to Bank, is rescinded or must otherwise be restored or returned by Bank upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this section will forthwith be reinstated in effect, as though such payment had not been made. Section 19.07. Each Borrower agrees that it shall not exercise, and hereby expressly waives until full and final payment of all Obligations to Bank: (a) any right to subrogation or indemnification, and any other document evidencing all right to payment from or reimbursement by any part other Borrower, in connection with or as a consequence of the Obligationsany payment made by any Borrower to Bank, (b) the absence of any attempt right to collect the Obligations enforce any right or remedy which Bank may have or may hereafter have against any other Borrower, and (c) any benefit of, and any right to participate in (i) any collateral now or hereafter held by Bank, or (ii) any payment to Bank by, or collection by Bank from any other Company Borrower. The provisions of this paragraph are made for the express benefit of each Borrower as well as Bank, and may be enforced independently by each Borrower or any guarantor or other action successor in interest to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyBorrower.

Joint and Several Liability. Each Company acknowledges that it of the Issuers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Purchasers under this Agreement, for the mutual benefit, directly and indirectly, of each of the Issuers and in consideration of the undertakings of each of the Issuers to accept joint and several liability for the obligations of each of them. Each of the Issuers jointly and severally liable for hereby irrevocably and unconditionally accepts, not merely as a surety, but also as a co-debtor, joint and several liability with the other Issuers with respect to the payment and performance of all of the Obligations arising under this Agreement and the other Loan Documents, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Issuers without preferences or distinction among them. If and to the extent that any of the Issuers shall fail to make any payment with respect to any of the Obligations as a result hereby unconditionally guaranties and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Issuers will make such payment with respect to, or perform, such Obligation. Each of the Issuers further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the other Issuers for amounts so paid under this Agreement until such time as the Purchasers have been indefeasibly paid in full and all Obligations under this Agreement have been terminated. The obligations of each Issuer under the provisions of this Section 1.4 constitute full recourse obligations of such Issuer, enforceable against it to the full extent of its properties and prompt payment when due, whether at maturity or earlier, by reason assets. The provisions of acceleration or otherwise, and at all times thereafter, this Section 1.4 are made for the benefit of all Obligations of every kind and nature of each other Company to Agent, the Purchasers and their Affiliatessuccessors and assigns, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due and may be enforced by them from time to time against any of the Issuers as often as occasion therefor may arise and without requirement on the part of any of the Purchasers first to marshal any of its claims or to become due, and howsoever owned, held exercise any of its rights against the other Issuers or acquired by Agent, to exhaust any Purchaser remedies available to it against the other Issuers or to resort to any Affiliate other source or means of a Purchaser. Each Company agrees that if this guaranty, or obtaining payment of any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations hereunder or to elect any other remedy. The provisions of this Section 1.4 shall remain in effect until all the Obligations shall have been indefeasibly paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with made in respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)is rescinded or must otherwise be restored or returned by the Purchasers upon the insolvency, (d) bankruptcy or reorganization of any of the failure by Agent, any Purchaser or any other Person to take any steps to perfect and maintain its security interest inIssuers, or to preserve its rights tootherwise, any security or Collateral for the Obligations, for its benefit, (e) Agent’s or any Purchaser’s election, provisions of this Section 1.4 will forthwith be reinstated and in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company effect as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than though such payment in full of the Obligations)had not been made. Notwithstanding anything any provision to the contrary set forth contained herein or in this Section 1.4, it is the intent any of the parties hereto that other Loan Documents, to the liability incurred by each Company in respect of extent the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code Issuers shall be adjudicated to be invalid or a fraudulent conveyance or fraudulent transfer under the provisions unenforceable for any reason (including, without limitation, because of any applicable law of any state Laws relating to fraudulent conveyances or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of transfers) then the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) Issuer hereunder shall be valid and enforceable only limited to the maximum extent amount that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyis permissible under applicable Law.

Joint and Several Liability. (a) Each Company acknowledges that it of the Borrowers is jointly accepting joint and severally liable several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. (b) Each of the Borrowers hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers with respect to the payment and performance of all of the Obligations arising under this Agreement and the other Loan Documents, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them. (c) If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the obligations hereunder as a result hereby unconditionally guaranties and when due or to perform any of such obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such obligation. (d) The obligations of each Borrower under the provisions of this Section 2.19 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and prompt assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement) or of any demand for any payment when dueunder this Agreement (except to the extent demand is expressly required to be given pursuant to the terms of this Agreement), whether notice of any action at maturity any time taken or earlieromitted by the Lenders under or in respect of any of the Obligations hereunder, by reason any requirement of acceleration or otherwisediligence and, generally, all demands, notices and at all times thereafter, of all Obligations other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and nature waives notice of, any extension or postponement of the time for the payment of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Lenders in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other Company action or delay in acting or any failure to Agentact on the part of the Lenders, Purchasers and their Affiliatesincluding, howsoever createdwithout limitation, arising any failure strictly or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due diligently to assert any right or to become due, and howsoever owned, held pursue any remedy or acquired by Agent, any Purchaser to comply fully with applicable laws or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, wouldregulations thereunder which might, but for the application provisions of this sentenceSection 2.19, be unenforceable under applicable lawafford grounds for terminating, this guaranty and each discharging or relieving such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty Borrower, in whole or such Lien to be unenforceable under applicable lawin part, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that from any of its obligations under this guaranty shall be unconditionalSection 2.19, irrespective it being the intention of (a) the validity or enforceability each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 2.19 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 2.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any Lender. (f) The provisions of this Section 2.19 are made for the benefit of the Administrative Agent, the L/C Issuers, the Lenders and their respective successors and assigns, and may be enforced by any such Person from time to time against any of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against any of the other Borrowers or to exhaust any remedies available to it against any of the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this Section 2.19 shall remain in effect until all of the Obligations hereunder shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, or made in respect of any promissory note or other document evidencing all or any part of the Obligations, (b) is rescinded or must otherwise be restored or returned by the absence of any attempt to collect Lenders upon the Obligations from any other Company insolvency, bankruptcy or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount reorganization of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person to take any steps to perfect and maintain its security interest inBorrowers, or to preserve its rights tootherwise, any security or Collateral for the Obligations, for its benefit, (e) Agent’s or any Purchaser’s election, provisions of this Section 2.19 will forthwith be reinstated and in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company effect as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, though such payment had not been made. (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Notwithstanding any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything provision to the contrary set forth contained herein or in this Section 1.4any other Loan Document, it is the intent obligations of each Borrower hereunder shall be limited to an aggregate amount equal to the parties hereto largest amount that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company would not render its obligations hereunder subject to secure such Obligations), not constitute a fraudulent conveyance avoidance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the any comparable provisions of any applicable state law of or any state or other governmental unit Debtor Relief Laws. (“Fraudulent Conveyance”). Consequentlyh) The Borrowers hereby agree as among themselves that, in connection with payments made hereunder, each Companysuch Person shall have a right of contribution from each other Borrower in accordance with applicable Laws. Such contribution rights shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been irrevocably paid in full and the Commitments relating thereto shall have expired or been terminated, Agent and each Purchaser hereby agree that if a court none of competent jurisdiction determines that the incurrence of liability by Borrowers shall exercise any Company such contribution rights until the Obligations have been irrevocably paid in respect of full and the Commitments relating thereto shall have expired or been terminated. (i) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, no Foreign Borrower shall be liable for the Obligations of the other Company (Parent Borrower or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyDomestic Borrower.

Joint and Several Liability. Each Company acknowledges that it U.S. Co-Borrower is accepting joint and several liability with the other U.S. Co-Borrower hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Administrative Agent, the Collateral Agents, the Issuing Banks and the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each U.S. Co-Borrower and in consideration of the undertakings of the other U.S. Co-Borrower to accept joint and several liability for the Obligations of the U.S. Co-Borrower. Each U.S. Co-Borrower, jointly and severally liable for severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other U.S. Co-Borrower, with respect to the payment and performance of all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all (including any Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such PersonSection 2.22), (d) it being the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent intention of the parties hereto that the liability incurred by each Company in respect of all the Obligations of the other Company (U.S. Co-Borrowers shall be the joint and several obligations of each U.S. Co-Borrower without preferences or distinction among them. If and to the extent that any Lien granted by each Company U.S. Co-Borrower shall fail to secure such Obligations), not constitute a fraudulent conveyance under Section 548 make any payment with respect to any of the United States Bankruptcy Code Obligations as and when due or a fraudulent conveyance to perform any of the Obligations in accordance with the terms thereof, then in each such event the other U.S. Co-Borrower will make such payment with respect to, or fraudulent transfer perform, such Obligation. The Obligations of each U.S. Co-Borrower under the provisions of this Section 2.22 constitute the absolute and unconditional, full recourse Obligations of each U.S. Co-Borrower enforceable against each such U.S. Co-Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any applicable law other circumstances whatsoever. Nothing contained in this Section 2.22 shall effect the obligations of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (U.S. Co-Borrower or any Liens granted by such Company to secure such Obligations) would, but for the application other Loan Party under any other provision of this sentence, constitute a Fraudulent Conveyance, such liability Agreement (and such Liensincluding Article X hereof) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the or any other Investment Documents shall automatically be deemed to have been amended accordinglyLoan Document.

Joint and Several Liability. Each Company of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable for all under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of the Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, on behalf of all Obligations Borrowers. All Loans or other Credit Extensions extended to or on behalf of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising any Borrower or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired requested by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien Borrower shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective Loans or Credit Extensions extended for or on behalf of (a) the validity or enforceability each of the Obligations or any part thereofBorrowers, or of any promissory note or and each Borrower hereby authorizes each other document evidencing all or any part of the Obligations, (b) the absence of any attempt Borrower to collect the Obligations from any effectuate Loans and other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person to take any steps to perfect and maintain Credit Extensions on its security interest in, or to preserve its rights to, any security or Collateral for the Obligations, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations)behalf. Notwithstanding anything to the contrary set forth in this Section 1.4contained herein or elsewhere, it is the intent no Borrower shall by virtue of the parties hereto that the liability incurred by each Company in respect joint and several nature of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance its obligations under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Loan Documents be liable for any Obligations that constitute Excluded Swap Obligations with respect to such Borrower. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 10.20 shall automatically not be deemed impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to have been amended accordinglywhich the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 10.19 or the performance of such Borrower’s obligations thereunder including, without limitation, any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. Each Company of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall automatically be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to have been amended accordinglybe Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. Each Company acknowledges Where the Consultant comprises more than one person, the terms, conditions and warranties of this Panel Agreement and any Engagement will bind all such persons jointly and each of them severally. Where the Consultant comprises more than one person or the Consultant is or would be otherwise jointly or severally liable to the Commonwealth with any other person (whether in contract, in tort for negligence or otherwise), each person comprising the Consultant: warrants that it will be responsible to the Commonwealth for the acts and omissions (including breaches of contract) of the other person comprising the Consultant or the other person with whom the Consultant is or would be otherwise jointly and severally liable (Other Person) as if those acts and omissions were its own; for the purposes of subparagraph (i), warrants that it will: review all of the Obligations activities of the Other Person under or in connection with this Panel Agreement or the performance of Services (Other's Activities); and identify and rectify all errors or defects in or omissions from the Other's Activities or any other aspect of the Other's Activities which is not in accordance with the relevant contractual requirements; unconditionally and irrevocably guarantees to the Commonwealth that the Other Person will discharge all of its liabilities to the Commonwealth arising out of or in connection with the Other's Activities (Other's Liabilities); unconditionally undertakes to pay to the Commonwealth on demand any amount demanded in writing by the Commonwealth on account of the Other's Liabilities to the extent that they have not been discharged by the Other Person; and as a separate, additional and primary liability, unconditionally and irrevocably indemnifies the Commonwealth from and against all costs, expenses, losses and damages incurred or suffered by the Commonwealth as a result hereby unconditionally guaranties of or in connection with: the full and prompt payment when due, whether at maturity Other's Activities or earlier, the Other's Liabilities; or a breach of the warranty in paragraph (b) or a failure by reason the person to perform any of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditionalclause 11.3. To the maximum extent permitted by law, irrespective the liability of a party under paragraph (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Personb)(iii), (div) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (ev) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest will not be affected by any Company as debtor-in-possessionact, under Section 364 of the United States Bankruptcy Code omission, matter or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent thing that would not cause otherwise operate in law or in equity to reduce or release the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyparty from that liability.

Joint and Several Liability. (1) Each Company acknowledges that it U.S. Borrower is jointly and severally liable under this Agreement for all U.S. Obligations, regardless of the manner or amount in which proceeds of U.S. Obligations are used, allocated, shared or disbursed by or among the Borrowers themselves, or the manner in which an Agent and/or any Lender accounts for such U.S. Obligations or other extensions of credit on its books and records. Each U.S. Borrower shall be liable for all amounts due to an Agent and/or any Lender from any of the U.S. Borrowers under this Agreement, regardless of which U.S. Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans and extensions of credit received or the manner in which such Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and records. Each U.S. Borrower’s U.S. Obligations with respect to Loans and other extensions of credit made to it, and such U.S. Borrower’s U.S. Obligations arising as a result of the joint and several liability of such U.S. Borrower hereunder with respect to Loans made to, and Letters of Credit issued for the account of, the other U.S. Borrowers hereunder shall be separate and distinct obligations, but all such Obligations shall be primary obligations of each such U.S. Borrower. The U.S. Borrowers acknowledge and expressly agree with the Agents and each Lender that the joint and several liability of each U.S. Borrower with respect to the U.S. Obligations is required as a condition to, and is given 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 Borrowers and is not required or given as a condition of extensions of credit to such U.S. Borrower. (2) Each Canadian Borrower is jointly and severally liable under this Agreement for all Canadian Obligations, regardless of the manner or amount in which proceeds of Canadian Obligations are used, allocated, shared or disbursed by or among the Borrowers themselves, or the manner in which an Agent and/or any Lender accounts for such Canadian Obligations or other extensions of credit on its books and records. Each Canadian Borrower shall be liable for all amounts due to an Agent and/or any Lender from any of the Canadian Borrowers under this Agreement, regardless of which Canadian Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans and extensions of credit received or the manner in which such Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and records. Each Canadian Borrower’s Canadian Obligations with respect to Loans and other extensions of credit made to it, and such Canadian Borrower’s Canadian Obligations arising as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or joint and several liability of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person such Canadian Borrower hereunder with respect to any provision Loans made to, and Letters of any agreementCredit issued for the account of, instrument the other Canadian Borrowers hereunder shall be separate and distinct obligations, but all such Obligations shall be primary obligations of each such Canadian Borrower. The Canadian Borrowers acknowledge and expressly agree with the Agents and each Lender that the joint and several liability of each Canadian Borrower with respect to the Canadian Obligations is required as a condition to, and is given as inducement for and in consideration of, credit or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person to take any steps to perfect and maintain its security interest in, accommodations extended or to preserve its rights to, any security or Collateral for the Obligations, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted be extended under the United States Bankruptcy Code Loan Documents to any or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (Borrowers and any Lien granted by each Company is not required or given as a condition of extensions of credit to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyCanadian Borrower.

Joint and Several Liability. Each Company acknowledges that it is jointly (a) All Borrowers shall be liable, on a joint and severally liable several basis, for all Obligations, including, without limitation, all amounts due to Agent and Lenders under this Agreement and the Other Documents, regardless of which Borrower actually receives the Advances or other proceeds of the Obligations or the manner in which Agent and Lenders account for such Advances or other Obligations on its books and records or for any other reason. The Obligations with respect to Advances made to a Borrower, and the Obligations arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of a Borrower hereunder, whether at maturity or earlierwith respect to Advances made to the other Borrowers hereunder, by reason of acceleration or otherwiseshall be separate and distinct obligations, and at but all times thereafter, such Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of every kind the joint and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate several liability of a Purchaser. Each Company agrees that if this guarantyBorrower hereunder with respect to Advances or other Obligations shall, or any Liens securing this guaranty, would, but for to the application of this sentencefullest extent permitted by law, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (ai) the validity or enforceability enforceability, avoidance or subordination of the Obligations or any part thereof, of the other Borrowers or of any promissory note or other document evidencing all or any part of the ObligationsObligations of the other Borrowers, (bii) any incapacity or lack of power, authority or legal personality of any other Borrower or other Person, (iii) the absence of any attempt to collect the Obligations from the other Borrowers or any other Company security therefor, or the absence of any guarantor or other action to enforce or failure to realize the full value of the same, (civ) any amendment (however fundamental) replacement variation, assignment termination and/or the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, any Purchaser Agent or any other Person Lenders with respect to any provision provisions of any agreementinstrument evidencing the Obligations of the other Borrowers, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any the other Company Borrowers and delivered to Agent, any Purchaser Agent or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lenders, (dv) the failure by Agent, any Purchaser Lenders or any other Person to take any steps to perfect and maintain its security interest Lien in, or to preserve its rights to, any and maintain its security or Collateral collateral for the Obligations, for its benefitObligations of the other Borrowers, (evi) the election of Agent’s , Lenders or any Purchaser’s election, other Person in any proceeding instituted under Title 11 of the United States Code, as amended (“Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode”), of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (gvii) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of the claim(s) of Agent’s , Lenders or any Purchaser’s claim(s) other Person for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, (viii) any insolvency, liquidation, administration or similar procedure or corporate action in respect of any other Borrower and/or any legal proceedings or procedures by any of the other Borrowers’ creditors or (hix) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of the other Borrowers. With respect to the Obligations arising as a Company result of the joint and several liability of a Borrower hereunder with respect to Advances, Letters of Credit or a other Obligations, each Borrower waives, until all of the Obligations have been Paid in Full, any right to enforce any right of subrogation or any remedy which Agent, Lenders or any other Person now has or may hereafter have against Borrowers, any endorser or any guarantor (other than payment in full of all or any part of the Obligations), and any benefit of, and any right to participate in, any security or collateral given to Agent, Lenders or any other Person. Notwithstanding anything Upon any Event of Default and for so long as the same is continuing, Agent and Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that none of Agent, Lenders or any other Person shall be under any obligation to marshal any assets in favor of Borrowers or any other Person or against or in payment of any or all of the Obligations. (b) Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or hereafter have against the other Borrowers or any other Person directly or contingently liable for the Obligations hereunder, or against or with respect to the contrary set forth in this Section 1.4other Borrowers’ property (including, it without limitation, any property which is Collateral for the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of arising from the United States Bankruptcy Code existence or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application performance of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyAgreement.

Joint and Several Liability. Each Company acknowledges that it is jointly and severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability Each of the ECI Borrower, Non-ECI Borrower and VCOC Borrower accepts joint and several liability for all Obligations or any part thereof, or of any promissory note or other document evidencing all or any part hereunder in consideration of the Obligations, (b) the absence of any attempt financial accommodations provided to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything be provided to the contrary set forth in this Section 1.4, it is Loan Parties by the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Administrative Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and Lenders under this Agreement and the other Investment Documents Loan Documents, for the mutual benefit, directly and indirectly, of each of the ECI Borrower, Non-ECI Borrower and VCOC Borrower. Each of the ECI Borrower’s, Non-ECI Borrower’s and VCOC Borrower’s obligations arising as a result of the joint and several liability of such Borrowers hereunder, with respect to Loans made to the Borrowers hereunder, shall automatically be deemed separate and distinct obligations, but all such obligations shall be primary obligations of each of the ECI Borrower, Non-ECI Borrower and VCOC Borrower. (b) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against each of the ECI Borrower, Non-ECI Borrower and VCOC Borrower to have been amended accordinglycollect and recover the full amount, or any portion of, the Obligations, without first proceeding against any Borrower or any other Person, or against any security or collateral for the Obligations. Each of the ECI Borrower, Non-ECI Borrower and VCOC Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of any of the ECI Borrower, Non-ECI Borrower and VCOC Borrower or against or in payment of any or all of the Obligations.

Joint and Several Liability. (a) Each Company acknowledges that it of the Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Secured Parties under this Agreement with respect to the Revolving Advances, Swing Line Advances, and Reimbursement Obligations, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the Obligations of each of them. (b) Each of the Borrowers jointly and severally liable for hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower, with respect to the payment and performance of all of the Obligations arising under this Agreement, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of all the Borrowers without preferences or distinction among them. (c) If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations hereunder as a result hereby unconditionally guaranties and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event the other Borrower will make such payment with respect to, or perform, such Obligation. (d) The obligations of each Borrower under the provisions of this Section 10.13 constitute full recourse obligations of such Borrower enforceable against it to the full extent of its properties and prompt assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstance whatsoever. (e) Except as otherwise expressly provided herein or in the other Loan Documents, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any and all Revolving Advances or Swing Line Advances made or Letters of Credit issued under this Agreement, notice of occurrence of any Default or Event of Default, or of any demand for any payment when dueunder this Agreement, whether notice of any action at maturity any time taken or earlieromitted by any Secured Party under or in respect of any of the Obligations hereunder, by reason any requirement of acceleration or otherwisediligence and, generally, all demands, notices and at all times thereafter, of all Obligations other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and nature waives notice of, any extension or postponement of the time for the payment of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Secured Party at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Secured Parties in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other Company action or delay in acting or failure to Agentact on the part of the Secured Parties including, Purchasers and their Affiliateswithout limitation, howsoever created, arising any failure strictly or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due diligently to assert any right or to become duepursue any remedy or to comply fully with applicable laws or regulations thereunder, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, wouldwhich might, but for the application provisions of this sentenceSection 10.13, be unenforceable under applicable lawafford grounds for terminating, this guaranty and each discharging or relieving such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty Borrower, in whole or such Lien to be unenforceable under applicable lawin part, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that from any of its obligations under this guaranty shall be unconditionalSection 10.13, irrespective it being the intention of (a) the validity or enforceability each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 10.13 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 10.13 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to the other Borrower. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of either Borrower. (f) The provisions of this Section 10.13 are made for the benefit of the Secured Parties and their successors and assigns, and may be enforced by them in accordance with the terms of this Agreement from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Secured Party first to xxxxxxxx any of their claims or to exercise any of their rights against the other Borrower or to exhaust any remedies available to them against the other Borrower 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 10.13 shall remain in effect until all the Obligations hereunder shall have been paid in full or otherwise fully satisfied and the Revolving Commitments have been terminated. If at any time, any payment, or any part thereof, or made in respect of any promissory note or other document evidencing all or any part of the Obligations, (b) is rescinded or must otherwise be restored or returned by any Secured Party upon the absence of any attempt to collect the Obligations from any other Company insolvency, bankruptcy or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part reorganization of the ObligationsBorrowers, or any other agreementotherwise, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequentlythis Section 10.13 will forthwith be reinstated in effect, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by as though such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would payment had not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglymade.

Joint and Several Liability. Each Company acknowledges that it is All Borrowers shall be jointly and severally liable for all amounts due to Agent and Lenders under this Agreement and the other Financing Agreements, regardless of which Borrower actually receives the Loans or Letter of Credit Accommodations hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and records. All references herein or in any of the other Financing Agreements to any of the obligation of Borrowers to make any payment hereunder or thereunder shall constitute joint and several obligations of Borrowers. The Obligations with respect to Loans made to a Borrower, and the Obligations arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of a Borrower hereunder, whether at maturity or earlierwith respect to Loans made to the other Borrowers, by reason of acceleration or otherwiseshall be separate and distinct obligations, and at but all times thereafter, such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of every kind the joint and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate several liability of a Purchaser. Each Company agrees that if this guarantyBorrower hereunder with respect to Loans, Letter of Credit Accommodations or any Liens securing this guarantyother extensions of credit made to the other Borrowers shall, would, but for to the application of this sentencefullest extent permitted by law, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (a) the validity or enforceability enforceability, avoidance or subordination of the Obligations or any part thereof, of the other 40 Borrowers or of any promissory note or other document evidencing all or any part of the ObligationsObligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor or any other Company security therefor, or the absence of any guarantor or other action to enforce the same, (c) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, any Purchaser Agent or any other Person Lender with respect to any provision provisions of any agreementinstrument evidencing the Obligations of the other Borrowers, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any the other Company Borrowers and delivered to Agent, any Purchaser Agent or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lender, (d) the failure by Agent, any Purchaser Agent or any other Person Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any and maintain its security or Collateral collateral for the Obligations, for its benefitObligations of the other Borrowers, (e) Agent’s or any Purchaser’s election, the election of Agent and Lenders in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of Agent’s the claim(s) of Agent or any Purchaser’s claim(s) Lender for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (hg) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Company Guarantor or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company Borrowers other than to secure such Obligations), not constitute a fraudulent conveyance under Section 548 the extent of the United States Bankruptcy Code gross negligence or wilful misconduct of Agent or a fraudulent conveyance or fraudulent transfer under the provisions Lender as determined pursuant to a final non-appealable order of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that jurisdiction. With respect to the incurrence of liability by any Company in respect Obligations arising as a result of the Obligations joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Company (or any Liens granted by such Company to secure such Obligations) wouldBorrowers hereunder, but for each Borrower waives, until the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) Obligations shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or any Lender now has or may hereafter have against any Borrower or Guarantor and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. Upon any Event of Default, and for so long as such Event of Default is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Investment Documents Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent and Lenders shall automatically be deemed under no obligation to have been amended accordinglyxxxxxxxx any assets in favor of Borrower(s) or against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers are defined collectively to include all Persons constituting the Borrowers; provided, however, that any references herein to “any Borrower”, “each Borrower” or similar references, shall be construed as a reference to each individual Person named as one of the Borrowers herein. Each Company acknowledges that it is Person so named shall be jointly and severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason obligations of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a PurchaserBorrowers under this Agreement. Each Company Borrower, individually, expressly understands, agrees and acknowledges, that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that Credit Facilities would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) made available on the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) terms herein in the absence of any attempt the collective credit of all of the Persons constituting the Borrowers, the joint and several liability of all such Persons, and the cross-collateralization of the collateral of all such Persons. Accordingly, each Borrower, individually acknowledges that the benefit to collect each of the Obligations from any other Company Persons comprising the Borrower as a whole constitutes reasonably equivalent value, regardless of the amount of the Credit Facilities actually borrowed by, advanced to, or any guarantor or other action to enforce the same, (c) the waiver or consent by Agentamount of collateral provided by, any Purchaser or any other Person with respect to any provision of any agreementindividual Borrower. In addition, instrument or document evidencing or securing each entity comprising Borrowers hereby acknowledges and agrees that all or any part of the Obligationsrepresentations, or any warranties, covenants, obligations, conditions, agreements and other agreementterms contained in this Agreement shall be applicable to and shall be binding upon and measured and enforceable individually against each Person comprising Borrowers as well as all such Persons when taken together. By way of illustration, instrument or document now or hereafter executed by any other Company and delivered but without limiting the generality of the foregoing, the terms of Section 9.1 of this Agreement are to Agentbe applied to each individual Person comprising the Borrowers (as well as to all such Persons taken as a whole), any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, such that reduces the amount occurrence of any of the Obligations events described in Section 9.1 of this Agreement as to any Person comprising the Borrowers shall constitute an Event of Default even if such Person), (d) the failure by Agent, any Purchaser or event has not occurred as to any other Person Persons comprising the Borrowers or as 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of all such Persons taken as a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglywhole.

Joint and Several Liability. Each Company acknowledges that it is Borrower shall be jointly and severally liable for all amounts due to Agent and Lenders under this Agreement and the other Financing Agreements, regardless of which Borrower actually receives the Loans or Letter of Credit Accommodations hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and records. All references herein or in any of the other Financing Agreements to any of the obligations of Borrowers to make any payment hereunder or thereunder shall constitute joint and several obligations of Borrowers. The Obligations with respect to Loans made to a Borrower, and the Obligations arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of a Borrower hereunder, whether at maturity or earlierwith respect to Loans made to the other Borrower, by reason of acceleration or otherwiseshall be separate and distinct obligations, and at but all times thereafter, such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of every kind the joint and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate several liability of a Purchaser. Each Company agrees that if this guarantyBorrower hereunder with respect to Loans, Letter of Credit Accommodations or any Liens securing this guarantyother extensions of credit made to the other Borrower shall, would, but for to the application of this sentencefullest extent permitted by law, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (a) the validity or enforceability enforceability, avoidance or subordination of the Obligations or any part thereof, of the other Borrower or of any promissory note or other document evidencing all or any part of the ObligationsObligations of the other Borrower, (b) the absence of any attempt to collect the Obligations from the other Borrower, any Obligor or any other Company security therefor, or the absence of any guarantor or other action to enforce the same, (c) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, any Purchaser Agent or any other Person Lender with respect to any provision provisions of any agreementinstrument evidencing the Obligations of the other Borrower, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any the other Company Borrower and delivered to Agent, any Purchaser Agent or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lender, (d) the failure by Agent, any Purchaser Agent or any other Person Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any and maintain its security or Collateral collateral for the Obligations, for its benefitObligations of the other Borrower, (e) Agent’s or any Purchaser’s election, the election of Agent and Lenders in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of Agent’s the claim(s) of Agent or any Purchaser’s claim(s) Lender for the repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or (hg) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of an Obligor or of the other Borrower. With respect to the Obligations arising as a Company result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or a guarantor (other than payment extensions of credit made to the other Borrower hereunder, each 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 Agent or any Lender now has or may hereafter have against any Borrower or Obligor and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. At any time an Event of Default exists or has occurred and is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations), without first proceeding against the other Borrower or any other Person, or against any security or collateral for the Obligations. Notwithstanding anything Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to the contrary set forth xxxxxxxx any assets in this Section 1.4, it is the intent favor of Borrower(s) or against or in payment of any or all of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordingly.

Joint and Several Liability. (a) Each Company acknowledges that it of the Loan Parties is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Administrative Agent and the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Loan Parties and in consideration of the undertakings of each other Loan Party to accept joint and several liability for the Obligations. (b) Each of the Loan Parties, jointly and severally liable for severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Loan Parties, with respect to the payment and performance of all of the Obligations (including, without limitation, any Obligations arising under this Section 10.15), it being the intention of the parties hereto that all the Obligations shall be the joint and several Obligations of each of the Loan Parties without preferences or distinction among them. (c) If and to the extent that any of the Loan Parties shall fail to make any payment with respect to any of the Obligations as a result hereby unconditionally guaranties and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Loan Parties will make such payment with respect to, or perform, such Obligation. (d) The Obligations of each of the Loan Parties under the provisions of this Section 10.19 constitute full recourse Obligations of each of the Loan Parties enforceable against each such Loan Party to the full extent of its properties and prompt assets, irrespective of the validity, regularity or enforceability of this Agreement as against any particular Loan Party. (e) Except as otherwise expressly provided in this Agreement, but only to the extent permitted by applicable law, each of the Loan Parties hereby waives notice of acceptance of its joint and several liability, notice of any Loans made, or Letter of Credit issued, extended or renewed under this Agreement, notice of the occurrence of any Event of Default or Default, or of any demand for any payment when dueunder this Agreement, whether notice of any action at maturity any time taken or earlieromitted by the Administrative Agent or any Lender under or in respect of any of the Obligations, to the extent permitted by reason of acceleration or otherwiseapplicable law, all demands, notices and at all times thereafter, of all Obligations other formalities of every kind in connection with this Agreement and nature the other Loan Documents. Each of the Loan Parties hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or any Lender at any time or times in respect of any Event of Default or Default by any of the Loan Parties in the performance or satisfaction of any term, covenant, condition or provision of this Agreement or any of the other Loan Documents, any and all other indulgences whatsoever by the Administrative Agent or any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any of the Loan Parties. Without limiting the generality of the foregoing, but only to the extent permitted by applicable law, each of the Loan Parties assents to any other Company action or delay in acting or failure to Agentact on the part of the Administrative Agent or any Lender with respect to the failure by any of the Loan Parties to comply with any of its respective Obligations, Purchasers and their Affiliatesincluding, howsoever createdwithout limitation, arising any failure strictly or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due diligently to assert any right or to become duepursue any remedy or to comply fully with applicable laws, and howsoever ownedregulations thereunder, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, wouldwhich might, but for the application provisions of this sentenceSection 10.19, afford grounds for terminating, discharging or relieving any of the Loan Parties, in whole or in part, from any of its Obligations under this Section 10.19, it being the intention of each of the Loan Parties that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of such Loan Parties under this Section 10.19 shall not be unenforceable under applicable law, this guaranty discharged except by performance and each such Lien shall be valid and enforceable then only to the maximum extent that would of such performance. The Obligations of each of the Loan Parties under this Section 10.19 shall not cause be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any of the Loan Parties, the Administrative Agent or any Lender. The joint and several liability of the Loan Parties hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any of the Loan Parties, the Administrative Agent or any Lender. (f) The provisions of this guaranty or such Lien to be unenforceable under applicable lawSection 10.19 are made for the benefit of the Administrative Agent and the Lenders and their respective successors and assigns, and may be enforced by any of them from time to time against any or all of the Loan Parties as often as occasion therefor may arise and without requirement on the part of the Administrative Agent or any Lender first to xxxxxxxx any of its claims or to exercise any of its rights against any other Loan Party or to exhaust any remedies available to it against any other Loan Party 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 guaranty Section 10.19 shall automatically be deemed to remain in effect until all of the Obligations shall have been amended accordingly paid in full or otherwise fully satisfied. If at all relevant times. any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or reorganization of any of the Loan Parties, or otherwise, the provisions of this Section 10.20 will forthwith be reinstated in effect, as though such payment had not been made. (i) Each Company of the Loan Parties hereby irrevocably waives, and agrees that it will not enforce, any of its obligations rights of contribution or subrogation against any other Loan Party with respect to any liability incurred by such Loan Party hereunder or under this guaranty shall be unconditionalany of the other Loan Documents, irrespective any payments made by such Loan Party to the Administrative Agent for the accounts of (a) the validity or enforceability Lenders with respect to any of the Obligations or any part thereofcollateral security therefor. Such waiver and agreement is for the benefit of the other Loan Parties, or the Lenders and the Administrative Agent. If such waiver and agreement shall be determined to be unenforceable by a court of competent jurisdiction, any claim which such Loan Party may have against such other Loan Party with respect to any payments to the Administrative Agent for the account of the Lenders hereunder are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder, to the prior payment in full of all amounts due and owing by such other Loan Party to the Administrative Agent and the Lenders and, in the event of any promissory note insolvency, bankruptcy, receivership, liquidation, reorganization or other document evidencing similar proceeding under the laws of any jurisdiction relating to such other Loan Party, its debts or its assets, whether voluntary or involuntary, all Indebtedness of such other Loan Party owing to the Lenders (“Senior Indebtedness”) shall be paid in full before any payment or distribution of any part character, whether in cash, securities or other property, shall be made to such Loan Party therefor. Each Loan Party hereby agrees that for so long as any Obligations are outstanding hereunder the provisions of this Section 10.19(g) may be relied on directly by any holder of Senior Indebtedness regardless of whether such holder is a party hereto. (i) Notwithstanding the provisions of the Obligationspreceding clause (i), each of the Loan Parties shall have and be entitled to (b1) all rights of subrogation otherwise provided by law in respect of any payment such Loan Party may make or be obligated to make under this Credit Agreement and (2) all claims (as defined in the Bankruptcy Code) it would have against any of the other Loan Parties in the absence of any attempt the preceding clause (i), and to collect the Obligations from any other Company or any guarantor or other action to assert and enforce the same, in each case on and after, but at no time prior to , the date (cthe “Subrogation Trigger Date”) which is one (1) year and five (5) days after the date on which all the Obligations have been indefeasibly repaid in full if and only if (A) no Default or Event of Default of the type described in §§13.1(g) or (h) with respect to the other Loan Parties has existed at any time on or after the Closing Date to and including the Subrogation Trigger Date and (B) the waiver existence of the Loan Party’s rights under this clause (ii) would not make the Loan Party a creditor (as defined in the Bankruptcy Code) of the other Loan Parties in any insolvency, bankruptcy, reorganization or consent by Agentsimilar proceeding commenced on or prior to the Subrogation Trigger Date. (h) Each Loan Party that is a Qualified ECP Guarantor at the time the joint and several obligations, any Purchaser of the Guaranties or the grant of the security interest under the Loan Documents, in each case, by any other Person Specified Loan Party, becomes effective with respect to any provision Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agentits obligations under this Agreement, any Purchaser or any applicable Guaranty and the other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company Loan Documents in respect of such Swap Obligation (but, in each case, only up to the Obligations maximum amount of the other Company (such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and any Lien granted by each Company undertakings under this Article 10.19 voidable under applicable law relating to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of transfer, and not for any applicable law of any state or other governmental unit (“Fraudulent Conveyance”greater amount). Consequently, The obligations and undertakings of each Company, Agent Qualified ECP Guarantor under this clause (h) shall remain in full force and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of effect until the Obligations of the other Company have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this clause (or any Liens granted by such Company h) to secure such Obligations) wouldconstitute, but for the application of and this sentence, constitute a Fraudulent Conveyance, such liability clause (and such Liensh) shall be valid and enforceable only deemed to constitute, a guarantee of the maximum extent that would not cause the same to constitute a Fraudulent Conveyanceobligations of, and this Agreement and a “keepwell, support, or other agreement” for the other Investment Documents shall automatically be deemed to have been amended accordinglybenefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Joint and Several Liability. (a) Each Company acknowledges that it of the Borrowers is jointly accepting joint and severally liable several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. (b) Each of the Borrowers hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co debtor, joint and several liability with the other Borrowers with respect to the payment and performance of all of the Obligations arising under this Agreement and the other Loan Documents, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them. (c) If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the obligations hereunder as a result hereby unconditionally guaranties and when due or to perform any of such obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such obligation. (d) The obligations of each Borrower under the provisions of this Section 2.19 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and prompt assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement) or of any demand for any payment when dueunder this Agreement (except to the extent demand is expressly required to be given pursuant to the terms of this Agreement), whether notice of any action at maturity any time taken or earlieromitted by the Lenders under or in respect of any of the Obligations hereunder, by reason any requirement of acceleration or otherwisediligence and, generally, all demands, notices and at all times thereafter, of all Obligations other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and nature waives notice of, any extension or postponement of the time for the payment of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Lenders in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other Company action or delay in acting or any failure to Agentact on the part of the Lenders, Purchasers and their Affiliatesincluding, howsoever createdwithout limitation, arising any failure strictly or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due diligently to assert any right or to become due, and howsoever owned, held pursue any remedy or acquired by Agent, any Purchaser to comply fully with applicable laws or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, wouldregulations thereunder which might, but for the application provisions of this sentenceSection 2.19, be unenforceable under applicable lawafford grounds for terminating, this guaranty and each discharging or relieving such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty Borrower, in whole or such Lien to be unenforceable under applicable lawin part, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that from any of its obligations under this guaranty shall be unconditionalSection 2.19, irrespective it being the intention of (a) the validity or enforceability each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 2.19 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 2.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any Lender. (f) The provisions of this Section 2.19 are made for the benefit of the Administrative Agent and the Lenders and their respective successors and assigns, and may be enforced by any such Person from time to time against any of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against any of the other Borrowers or to exhaust any remedies available to it against any of the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this Section 2.19 shall remain in effect until all of the Obligations hereunder shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, or made in respect of any promissory note or other document evidencing all or any part of the Obligations, (b) is rescinded or must otherwise be restored or returned by the absence of any attempt to collect Lenders upon the Obligations from any other Company insolvency, bankruptcy or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount reorganization of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person to take any steps to perfect and maintain its security interest inBorrowers, or to preserve its rights tootherwise, any security or Collateral for the Obligations, for its benefit, (e) Agent’s or any Purchaser’s election, provisions of this Section 2.19 will forthwith be reinstated and in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company effect as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, though such payment had not been made. (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Notwithstanding any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything provision to the contrary set forth contained herein or in this Section 1.4any other Loan Document, it is the intent obligations of each Designated Borrower hereunder shall be limited to an aggregate amount equal to the parties hereto largest amount that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company would not render its obligations hereunder subject to secure such Obligations), not constitute a fraudulent conveyance avoidance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the any comparable provisions of any applicable state law of or any state or other governmental unit Debtor Relief Laws. (“Fraudulent Conveyance”). Consequentlyh) The Borrowers hereby agree as among themselves that, in connection with payments made hereunder, each Companysuch Person shall have a right of contribution from each other Borrower in accordance with applicable Laws. Such contribution rights shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been irrevocably paid in full and the Commitments relating thereto shall have expired or been terminated, and none of the Borrowers shall exercise any such contribution rights until the Obligations have been irrevocably paid in full and the Commitments relating thereto shall have expired or been terminated. (i) Notwithstanding the foregoing, or anything else in this Agreement to the contrary, if at the time the Parent Borrower notifies the Administrative Agent and each Purchaser hereby agree the Lenders that if a court of competent jurisdiction determines it has determined, in its reasonable judgment, that the incurrence joint and several liability of liability by any Company in respect of the Obligations of a Borrower that is a Foreign Obligor with the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only Borrowers would result in adverse tax consequences to the maximum extent that would not cause Parent Borrower or the same to constitute Group Members taken as a Fraudulent Conveyancewhole, and this Agreement and then the other Investment Documents obligations of such Borrower shall automatically instead be deemed to have been amended accordinglyseveral in nature.

Joint and Several Liability. (a) Each Company acknowledges Principal agrees that it is shall be jointly and severally liable for payment of the full amount of any and all obligations and liabilities, and performance or satisfaction of each and every duty, of itself and any and all other Principals arising under this Agreement (the “Obligations”). The Obligations shall include the obligation, if any, to post collateral or provide security hereunder. (b) For purposes of this Agreement, where an Event of Default has occurred in respect of any Principal, each of the Principals shall be deemed to be Defaulting Parties and Buyer shall be the Non-Defaulting Party, and Buyer may exercise its remedies (whether hereunder, in contract, at law or in equity) against any individual Principal or combination thereof. For purposes of this Agreement, where an Event of Default has occurred in respect of Buyer, any or all of the Obligations and as a result hereby unconditionally guaranties Principals, at the full and prompt payment when duePrincipals’ option, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to be Non-Defaulting Parties and Buyer shall be the Defaulting Party. (c) Each Principal waives the right to assert as a defense to its joint and several liability (i) the inability to obtain, or the right to first seek, contribution from any other Principal, and (ii) the failure of Buyer to join or make a claim against one or more of the Principals as a defendant or defendants; provided, however, that nothing herein shall prevent such entity from asserting any rights of contribution against any Principal after the Obligations have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations fully satisfied. (d) The joint and several Obligations of each Principal under this guaranty Agreement shall be absolute and unconditional, irrespective of (ai) any lack of capacity or authority of any other Principal, (2) any lack of validity, regularity or enforceability of any provision of this Agreement with respect to any other Principal, (3) the validity discharge of the Obligations with respect to any other Principal in bankruptcy or enforceability insolvency proceedings, or (4) any amendment, variation, extension, waiver, compromise or release of any or all of the Obligations or of any part thereofsecurity from time to time provided therefor under this Agreement. (e) Each Principal’s joint and several obligation hereunder is a primary obligation and not a secondary obligation. Notwithstanding the foregoing, in the event that one or more of the Principals is deemed to be, or to have the defenses of, a surety, each such Principal waives all defenses it may have as a surety under applicable law. The parties intend the preceding waiver of suretyship defenses to have the effects described in Section 48 of the Restatement (Third) of the Law of Suretyship and Guaranty. (f) Each Principal declares that it has received good and adequate consideration for entering into this Agreement, and that it receives a benefit hereunder. Nonetheless, each Principal acknowledges and agrees that it may be responsible for the Obligations of one or more of the other Principals for deliveries of product for which it receives no direct benefit. (g) Each Principal irrevocably appoints the following as its agent (“Agent”) hereunder for the term of the Agreement for purposes of administering this Agreement, giving and receiving notices hereunder and making and receiving payments hereunder: Foresight Coal Sales, LLC 0000 XXX Xxxxxxxxx Xxxxx 000 Xxxx Xxxxx Xxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000] Attn: Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx Email: xxxxxx@xxxxxxxx.xxx xxxxxxxxx@xxxxxxxx.xxxx For the avoidance of doubt: (i) Buyer shall make all payments due hereunder to Agent in Agent’s capacity as agent for the Principals, and Buyer’s payment obligations hereunder shall be satisfied as to any of the Principals by such payment irrespective of any promissory note internal allocation of payment among the Principals; and (ii) Buyer may net any amount due to, or other document evidencing all or alleged by any part of the ObligationsPrincipals to be due to, (b) the absence of any attempt to collect the Obligations Principal against any amounts due from any of the other Company or any guarantor or other action to enforce the samePrincipals, (c) the waiver or consent by Agentunder this Agreement. Buyer agrees that Foresight Coal Sales, any Purchaser or any other Person LLC shall be responsible for, and Buyer shall deal solely with Foresight Coal Sales, LLC, with respect to any provision all administrative and similar matters under this Agreement, including, but not limited to, receipt of payment, agreement upon Delivery Schedules, declaration of or notification of default, and the delivery of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered notices required pursuant to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyAgreement.

Joint and Several Liability. Each Company acknowledges that it is Borrower shall be jointly and severally liable for all amounts due to Agent and Lenders under this Agreement and the other Financing Agreements, regardless of which Borrower actually receives the Loans or Letter of Credit Accommodations hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and records. All references herein or in any of the other Financing Agreements to any of the obligations of Borrowers to make any payment hereunder or thereunder shall constitute joint and several obligations of Borrowers. The Obligations with respect to Loans made to a Borrower, and the Obligations arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of a Borrower hereunder, whether at maturity or earlierwith respect to Loans made to the other Borrower, by reason of acceleration or otherwiseshall be separate and distinct obligations, and at but all times thereafter, of all such other Obligations of every kind and nature shall be primary obligations of each other Company to Agent, Purchasers Borrower. The Obligations arising as a result of the joint and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate several liability of a Purchaser. Each Company agrees that if this guarantyBorrower hereunder with respect to Loans, Letter of Credit Accommodations or any Liens securing this guarantyother extensions of credit made to the other Borrower shall, would, but for to the application of this sentencefullest extent permitted by law, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (a) the validity or enforceability enforceability, avoidance or subordination of the Obligations or any part thereof, of the other Borrower or of any promissory note or other document evidencing all or any part of the ObligationsObligations of the other Borrower, (b) the absence of any attempt to collect the Obligations from the other Borrower or any other Company security therefor, or the absence of any guarantor or other action to enforce the same, (c) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, any Purchaser Agent or any other Person Lender with respect to any provision provisions of any agreementinstrument evidencing the Obligations of the other Borrower, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any the other Company Borrower and delivered to Agent, any Purchaser Agent or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lender, (d) the failure by Agent, any Purchaser Agent or any other Person Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any and maintain its security or Collateral collateral for the Obligations, for its benefitObligations of the other Borrower, (e) Agent’s or any Purchaser’s election, the election of Agent and Lenders in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of Agent’s the claim(s) of Agent or any Purchaser’s claim(s) Lender for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (hg) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Company the other Borrower other than to the extent of the gross negligence or willful misconduct of Agent or a guarantor (other than payment in full Lender as determined pursuant to a final non-appealable order of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that jurisdiction. With respect to the incurrence of liability by any Company in respect Obligations arising as a result of the Obligations joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Company (or any Liens granted by such Company to secure such Obligations) wouldBorrower hereunder, but for each Borrower waives, until the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) Obligations shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or any Lender now has or may hereafter have against any Borrower and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. Upon any Event of Default, and for so long as such Event of Default is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Investment Documents Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent and Lenders shall automatically be deemed under no obligation to have been amended accordinglyxxxxxxxx any assets in favor of Borrower(s) or against or in payment of any or all of the Obligations.

Joint and Several Liability. (a) Each Company acknowledges that it Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of each Borrower to accept joint and several liability for the Obligations. (b) Each Borrower, jointly and severally liable for severally, hereby irrevocably and unconditionally accepts, as a surety and as a co-debtor, joint and several liability with each other Borrower, with respect to the performance of this Agreement and the payment and performance of all of the Obligations (including, without limitation, any obligations arising under this Section), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. (c) If and to the extent that any Borrower shall fail to make any payment with respect to any Obligation as a result hereby unconditionally guaranties and when due or to perform any Obligation in accordance with the terms thereof, then, in each such event, the other Borrowers will make such payment with respect to, or perform, such Obligation, as applicable. (d) The obligations of each Borrower under the provisions of this Section constitute the absolute and unconditional, full recourse obligations of each Borrower enforceable against each such Borrower to the full extent of its properties and prompt assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Advances issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, Forbearance Default or of any demand for any payment when dueunder this Agreement, whether notice of any action at maturity any time taken or earlieromitted by Lender under or in respect of any Obligation, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by reason of acceleration or otherwiseapplicable law, all demands, notices and at all times thereafter, of all Obligations other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and nature waives notice of, any extension or postponement of the time for the payment of any Obligation, the acceptance of any payment of any Obligation, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Lender at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Lender in respect of any Obligation, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any Obligation or the addition, substitution or release, in whole or in part, of any Borrower or any part of the security for any Obligation. Without limiting the generality of the foregoing, each Borrower assents to any other Company action or delay in acting or failure to Agentact on the part of Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, Purchasers and their Affiliatesincluding, howsoever createdwithout limitation, arising any failure strictly or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due diligently to assert any right or to become duepursue any remedy or to comply fully with applicable laws or regulations thereunder, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, wouldwhich might, but for the application provisions of this sentenceSection afford grounds for terminating, be unenforceable under applicable lawdischarging or relieving any Borrower, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty in whole or such Lien to be unenforceable under applicable lawin part, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that from any of its obligations under this guaranty shall be unconditionalSection, irrespective it being the intention of (a) the validity or enforceability each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrowers. The joint and several liability of each Borrower hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, constitution or place of formation of any other Borrower or Lender. (f) Each Borrower represents and warrants to Lender that such Borrower is currently informed of the financial condition of each other Borrower and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower hereby covenants that such Borrower will continue to keep informed of each other Borrower’s financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. (g) The provisions of this Section are made for the benefit of Lender and its respective successors and assigns, and may be enforced by it from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Lender, or any or their respective successors or assigns first to marshal any claims or to exercise any rights against any other Borrower or to exhaust any remedies available against any other Borrower 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 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, or made in respect of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence is rescinded or must otherwise be restored or returned by Lender upon any insolvency proceeding of any attempt to collect Borrower, or otherwise, the Obligations from provisions of this Section will forthwith be reinstated in effect, as though such payment had not been made. (h) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person Borrower with respect to any provision liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any Obligations or any collateral security therefor until such time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to Lender hereunder or under any other Loan 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 and, in the event of any agreementinsolvency proceeding relating to any Borrower, instrument its debts or document evidencing its assets, whether voluntary or securing involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any part character, whether in cash, securities or other property, shall be made to any other Borrower. (i) Each Borrower hereby agrees that, after the occurrence and during the continuance of any Default, Event of Default or Forbearance Default, the payment of any amounts due with respect to the Indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment in full in cash of the Obligations. Each Borrower hereby agrees that after the occurrence and during the continuance of any Default, Event of Default or Forbearance Default, such Borrower will not demand, sxx for or otherwise attempt to collect any Indebtedness of any other agreement, instrument or document now or hereafter executed by any other Company and delivered Borrower owing to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of such Borrower until the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment shall have been paid in full of in cash. If, notwithstanding the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4foregoing sentence, it is the intent of the parties hereto that the liability incurred by each Company such Borrower shall collect, enforce or receive any amounts in respect of the Obligations of the other Company (such Indebtedness, such amounts shall be collected, enforced and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted received by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyBorrower as trustee Lender.

Joint and Several Liability. All Revolving Loans made to the Companies shall be deemed jointly funded to, and received by, the Companies. Each Company acknowledges that it is jointly and severally agrees to pay, and shall be jointly and severally liable for the payment and performance of, all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a PurchaserObligations. Each Company acknowledges and agrees that if this guarantythe joint and several liability of the Companies is provided as an inducement to the Agent and the Lenders to provide loans and other financial accommodations to the Companies, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and that each such Lien loan or other financial accommodation shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant timesdone or extended by the Agent and the Lenders in consideration of, and in reliance upon, the joint and several liability of the Companies. Each The joint and several liability of each Company hereby agrees that its obligations under this guaranty shall be unconditionalhereunder is absolute, irrespective unconditional and continuing, regardless of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or the fact that a security interest or lien in any Collateral may not be enforceable or subject to equities or defenses or prior claims in favor of others, or may be invalid or defective in any way and for any reason. Each Company hereby waives: (i) all notices to which such Company may be entitled as a co-obligor with respect to the Obligations, including, without limitation, notice of (x) acceptance of this Financing Agreement, (y) the making of loans or other agreementfinancial accommodations under this Financing Agreement, instrument or document now the creation or hereafter executed by existence of the Obligations, and (z) presentment, demand, protest, notice of protest and notice of non-payment; and (ii) all defenses based on (w) any modification (or series of modifications) of this Financing Agreement or the other Loan Documents that may create a substituted contract, or that may fundamentally alter the risks imposed on such Company hereunder, (x) the release of any other Company and delivered to Agentfrom its duties this Financing Agreement or the other Loan Documents, or the extension of the time of performance of any Purchaser other Company’s duties hereunder or thereunder, (y) the taking, releasing, impairment or abandonment of any Collateral, or the settlement, release or compromise of the Obligations or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) AgentCompany’s or any PurchaserGuarantor’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of liabilities with respect to all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations Obligations, or (hz) any other circumstance which might otherwise constitute a legal act (or equitable discharge or defense any failure to act) that fundamentally alters the risks imposed on such Company by virtue of a Company or a guarantor (other than payment in full of the Obligations)its joint and several liability hereunder. Notwithstanding anything to the contrary set forth in this Section 1.4, it It is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (by this paragraph to waive any and any Lien granted by each Company all suretyship defenses available to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only with respect to the maximum extent that would Obligations, whether or not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyspecifically enumerated above.

Joint and Several Liability. Each Company acknowledges that it of the Issuers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Purchasers under this Agreement, for the mutual benefit, directly and indirectly, of each of the Issuers and in consideration of the undertakings of each of the Issuers to accept joint and several liability for the obligations of each of them. Each of the Issuers jointly and severally liable for hereby irrevocably and unconditionally accepts, not merely as a surety, but also as a co-debtor, joint and several liability with the other Issuers with respect to the payment and performance of all of the Obligations arising under this Agreement and the other Loan Documents, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Issuers without preferences or distinction among them. If and to the extent that any of the Issuers shall fail to make any payment with respect to any of the Obligations as a result hereby unconditionally guaranties and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Issuers will make such payment with respect to, or perform, such Obligation. Each of the Issuers further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the other Issuers for amounts so paid under this Agreement until such time as the Purchasers have been indefeasibly paid in full and all Obligations under this Agreement have been terminated. The obligations of each Issuer under the provisions of this Section 1.4 constitute full recourse obligations of such Issuer, enforceable against it to the full extent of its properties and prompt payment when due, whether at maturity or earlier, by reason assets. The provisions of acceleration or otherwise, and at all times thereafter, this Section 1.4 are made for the benefit of all Obligations of every kind and nature of each other Company to Agent, the Purchasers and their Affiliatessuccessors and assigns, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due and may be enforced by them from time to time against any of the Issuers as often as occasion therefor may arise and without requirement on the part of any of the Purchasers first to marshal any of its claims or to become due, and howsoever owned, held exercise any of its rights against the other Issuers or acquired by Agent, to exhaust any Purchaser remedies available to it against the other Issuers or to resort to any Affiliate other source or means of a Purchaser. Each Company agrees that if this guaranty, or obtaining payment of any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations hereunder or to elect any other remedy. The provisions of this Section 1.4 shall remain in effect until all the Obligations shall have been indefeasibly paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with made in respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations is rescinded or must otherwise be restored or returned by the Purchasers upon the insolvency, bankruptcy or reorganization of any of the Issuers, or otherwise, the provisions of this Section 1.4 will forthwith be reinstated and in effect as though such payment had not been made. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the Obligations of any of the Issuers shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable Laws relating to fraudulent conveyances or transfers) then the Obligations of such Person), (d) Issuer hereunder shall be limited to the failure by Agent, maximum amount that is permissible under applicable Law. To the extent that any Purchaser Loan Party is deemed to be a surety or guarantor of any other Person Loan Party, each such Loan Party hereby waives and all defenses to take any steps suretyship and guarantee which may be available to perfect and maintain its security interest in, or to preserve its rights to, any security or Collateral for the Obligations, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted it under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor applicable law (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordingly.

Joint and Several Liability. The Loans made to the Borrowers shall be deemed jointly funded to, and received by, all of the Borrowers. Each Company Borrower jointly and severally agrees to pay, and shall be joint and severally liable for the payment and performance of, all Obligations directly incurred by any other Borrower, regardless of whether such Borrower actually receives the proceeds of the indebtedness governed hereby or the benefit of any other extensions of credit hereunder. Each Borrower acknowledges and agrees that it the joint and several liability of the Borrowers is provided as an inducement to Lender to provide loans and other financial accommodations to the Borrowers, and that each such Loan or other financial accommodation shall be deemed to have been done or extended by Lender in consideration of, and in reliance upon, the joint and several liability of the Borrowers. The joint and several liability of each Borrower hereunder is absolute, unconditional and continuing, regardless of the validity or enforceability of any of the Obligations, or the fact that a security interest or lien in any Collateral may not be enforceable or subject to equities or defenses or prior claims in favor of others, or may be invalid or defective in any way and for any reason. Each Borrower hereby waives: (a) all notices to which such Borrower may be entitled as a co-obligor with respect to the Obligations, including notice of (i) acceptance of this Agreement, (ii) the making of Loans or other financial accommodations under this Agreement, or the creation or existence of the Obligations, and (iii) presentment, demand, protest, notice of protest and notice of non-payment; and (b) all defenses based on (i) any modification (or series of modifications) of this Agreement, the other Loan Documents, that may create a substituted contract, or that may fundamentally alter the risks imposed on such Borrower hereunder, (ii) the release of any other Borrower from its duties this Agreement, the other Loan Documents, or the extension of the time of performance of any other Borrower’s duties hereunder or thereunder, (iii) the taking, releasing, impairment or abandonment of any Collateral, or the settlement, release or compromise of the Obligations or any other Borrower’s liabilities with respect to all or any portion of the Obligations, or (iv) any other act (or any failure to act) that fundamentally alters the risks imposed on such Borrower by virtue of its joint and several liability hereunder. It is the intent of each Borrower by this paragraph to waive any and all suretyship defenses available to such Borrower with respect to the Obligations, whether or not specifically enumerated above. Borrowers acknowledge that the credit provided hereunder is on terms more favorable than any Borrower acting alone would receive and that each Borrower benefits directly and indirectly from the Loans made hereunder. Each Borrower shall be jointly and severally liable for all Obligations regardless of, inter alia, which Borrower received proceeds of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyLoans.

Joint and Several Liability. (a) Each Company acknowledges that it Borrower is jointly and severally liable for all of the Obligations regardless of which such Person actually receives or received (or receives or received the proceeds of) Loans, Letters of Credit and other extensions of credit hereunder or the amount of such Loans, Letters of Credit and other extensions of credit received or the manner in which the Administrative Agent, the Issuing Bank, any Lender or any other holder of Obligations accounts for such Loans, Letters of Credit and other extensions of credit on its books and records. Each Borrower’s obligations with respect to Loans, Letters of Credit and other extensions of credit made to it hereunder and each such Borrower’s obligations arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of such Borrower hereunder, whether at maturity or earlierwith respect to Loans, Letters of Credit and other extensions of credit made to and other Obligations owing by reason of acceleration or otherwisethe other Borrowers hereunder, and at all times thereafter, of all Obligations of every kind and nature shall be primary obligations of each other Company to Agent, Purchasers such Borrower. (b) The joint and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, several liability of each Borrower under clause (a) above is absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the value, genuineness, validity or regularity of any of the Loan Documents or any other document relating to the Obligations or the enforceability of the Obligations Loan Documents or any part thereofother document relating to the Obligations against any Person other than such Borrower or any substitution, release, impairment or exchange of any promissory note other guarantee of or other document evidencing all or security for any part of the Obligations, (b) and, to the absence fullest extent permitted by applicable law, irrespective of any attempt to collect the Obligations from any other Company law or any guarantor regulation or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person circumstance whatsoever (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any payment of the Obligations to such Person), (din full) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company surety or a guarantor guarantor, it being the intent of this Section 2.16 that the joint and several liability of each Borrower the foregoing clause (a) shall be absolute and unconditional under any and all circumstances. Each Borrower agrees that with respect to its Obligations under the foregoing clause (a), such Borrower shall have no right of subrogation, indemnity, reimbursement or contribution against any other Borrower for amounts paid under this Section 2.16 until such time as all Loans and all other Obligations (other than payment indemnification and other contingent obligations not yet due) have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4foregoing, it is agreed that, to the intent fullest extent permitted by law, the occurrence of any one or more of the parties hereto that following shall not alter or impair the joint and several liability incurred by of each Company in respect Borrower under the foregoing clause (a), which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to any Borrower, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the other Company (and acts mentioned in any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of the Loan Documents or any other document relating to the Obligations shall be done or omitted; provided, however, that the foregoing shall not be deemed a waiver by any Borrower of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by right to receive notice expressly granted to such Borrower under any Company in respect of the Obligations of the other Company (Loan Document or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordingly.documents;

Joint and Several Liability. (a) Each Company of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations, and each of the Obligations shall be secured by all of the Collateral. Each of the Borrowers acknowledges that it is a co-borrower hereunder and is jointly and severally liable for all under this Agreement and the other Loan Documents. All financial accommodations extended to any of the Obligations and as a result hereby unconditionally guaranties Borrowers or requested by any of the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien Borrowers shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability financial accommodations extended for each of the Obligations or any part thereofBorrowers, or of any promissory note or other document evidencing all or any part and each of the Obligations, (b) the absence of any attempt to collect the Obligations from any Borrowers hereby authorizes each other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered Borrowers to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person to take any steps to perfect and maintain effectuate borrowings on its security interest in, or to preserve its rights to, any security or Collateral for the Obligations, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations)behalf. Notwithstanding anything to the contrary set forth contained in this Agreement or any of the other Loan Documents, the Lenders shall be entitled to rely upon any request, notice or other communication received by them from any of the Borrowers on behalf of all Borrowers, and shall be entitled to treat their giving of any notice hereunder to any of the Borrowers as notice to each and all Borrowers. (b) Each of the Borrowers agrees that the joint and several liability of the Borrowers provided for in this Section 1.42.04 shall not be impaired or affected by any modification, it is supplement, extension or amendment or any contract or agreement to which the intent other Borrowers may hereafter agree (other than an agreement signed by the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by any Lender with respect to any of the parties hereto Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other person, each of the Borrowers hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each of the Borrowers is direct and unconditional as to all of the Obligations, and may be enforced without requiring any Lender first to resort to any other right, remedy or security. Each of the Borrowers hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Term Notes, the Post-Petition Closing Fee, this Agreement or any other Loan Document and any requirement that the liability incurred by each Company in respect Lenders protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any of the Obligations Borrowers or any other person or any Collateral. (c) Each of the Borrowers hereby irrevocably waives and releases each other Company of the Borrowers from all "claims" (and as defined in Section 101(5) of the Bankruptcy Code) to which such Borrowers are or would be entitled by virtue of the provisions of the subsection 2.04(b) hereof or the performance of such Borrower's obligations thereunder including, without limitation, any Lien granted by each Company to secure such Obligations)right of subrogation (whether contractual, not constitute a fraudulent conveyance under Section 548 509 of the United States Bankruptcy Code or a fraudulent conveyance otherwise), reimbursement, contribution, exoneration or fraudulent transfer under the provisions similar right, or indemnity, or any right of recourse to security for any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordingly.

Joint and Several Liability. (a) Each Company acknowledges that it of the Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Secured Parties under this Agreement with respect to the Revolving Advances, Bridge Loans, and Reimbursement Obligations, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the Obligations of each of them. (b) Each of the Borrowers jointly and severally liable for hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower, with respect to the payment and performance of all of the Obligations arising under this Agreement, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of all the Borrowers without preferences or distinction among them. (c) If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations hereunder as a result hereby unconditionally guaranties and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event the other Borrower will make such payment with respect to, or perform, such Obligation. (d) The obligations of each Borrower under the provisions of this Section 10.13 constitute full recourse obligations of such Borrower enforceable against it to the full extent of its properties and prompt assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstance whatsoever. (e) Except as otherwise expressly provided herein or in the other Loan Documents, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any and all Revolving Advances or Bridge Loans made or Letters of Credit issued under this Agreement, notice of occurrence of any Default or Event of Default, or of any demand for any payment when dueunder this Agreement, whether notice of any action at maturity any time taken or earlieromitted by any Secured Party under or in respect of any of the Obligations hereunder, by reason any requirement of acceleration or otherwisediligence and, generally, all demands, notices and at all times thereafter, of all Obligations other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and nature waives notice of, any extension or postponement of the time for the payment of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Secured Party at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Secured Parties in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other Company action or delay in acting or failure to Agentact on the part of the Secured Parties including, Purchasers and their Affiliateswithout limitation, howsoever created, arising any failure strictly or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due diligently to assert any right or to become duepursue any remedy or to comply fully with applicable laws or regulations thereunder, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, wouldwhich might, but for the application provisions of this sentenceSection 10.13, be unenforceable under applicable lawafford grounds for terminating, this guaranty and each discharging or relieving such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty Borrower, in whole or such Lien to be unenforceable under applicable lawin part, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that from any of its obligations under this guaranty shall be unconditionalSection 10.13, irrespective it being the intention of (a) the validity or enforceability each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 10.13 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 10.13 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to the other Borrower. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of either Borrower. (f) The provisions of this Section 10.13 are made for the benefit of the Secured Parties and their successors and assigns, and may be enforced by them in accordance with the terms of this Agreement from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Secured Party first to xxxxxxxx any of their claims or to exercise any of their rights against the other Borrower or to exhaust any remedies available to them against the other Borrower 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 10.13 shall remain in effect until all the Obligations hereunder shall have been paid in full or otherwise fully satisfied and the Revolving Commitments have been terminated. If at any time, any payment, or any part thereof, or made in respect of any promissory note or other document evidencing all or any part of the Obligations, (b) is rescinded or must otherwise be restored or returned by any Secured Party upon the absence of any attempt to collect the Obligations from any other Company insolvency, bankruptcy or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part reorganization of the ObligationsBorrowers, or any other agreementotherwise, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequentlythis Section 10.13 will forthwith be reinstated in effect, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by as though such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would payment had not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglymade.

Joint and Several Liability. Each Company acknowledges All obligations of Borrower and Grantor under this Mortgage shall be joint and several, and all references to Grantor shall mean each and every Grantor, and all references to Borrower shall mean each and every Borrower. This means that each Borrower and Grantor signing below is MORTGAGE (Continued) Page 11 responsible for all obligations in this Mortgage. Where any one or more of the parties is a corporation, partnership, limited liability company or similar entity, it is jointly and severally liable not necessary for all Lender to inquire into the powers of any of the Obligations and as a result hereby unconditionally guaranties officers, directors, partners, members, or other agents acting or purporting to act on the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwiseentity's behalf, and at all times thereafter, any obligations made or created in reliance upon the professed exercise of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien powers shall be valid and enforceable to the maximum extent that would guaranteed under this Mortgage. NO WAIVER BY LENDER. Lender shall not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations waived any rights under this guaranty Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall be unconditional, irrespective operate as a waiver of (a) the validity or enforceability of the Obligations such right or any part thereofother right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any promissory note or other document evidencing all or of Grantor's obligations as to any part future transactions. Whenever the consent of Lender is required under this Mortgage, the Obligations, (b) the absence granting of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or such consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, Lender in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), instance shall not constitute a fraudulent conveyance under Section 548 continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyLender.

Joint and Several Liability. (a) Each Company acknowledges that it of the Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. (b) Each of the Borrowers jointly and severally liable for hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all Obligations, it being the intention of the parties hereto that all such Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them. (c) If and to the extent that either of the Borrowers shall fail to make any payment with respect to any of the Obligations as and as a result hereby unconditionally guaranties when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. (d) The obligations of each Borrower under the provisions of this Section 11.18 constitute full recourse obligations of the Borrowers, enforceable against the Borrowers to the full extent of their properties and prompt assets, irrespective of the validity, regularity or enforceability of this Credit Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loan made under this Credit Agreement, notice of occurrence of any Event of Default, or of any demand for any payment when dueunder this Credit Agreement, whether notice of any action at maturity any time taken or earlieromitted by any Lender under or in respect of any of the Obligations, by reason any requirement of acceleration or otherwisediligence and, generally, all demands, notices and at all times thereafter, of all Obligations other formalities of every kind in connection with this Credit Agreement. Each Borrower hereby assents to, and nature waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by either Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Credit Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of either Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other Company action or delay in acting or failure to Agentact on the part of any Lender, Purchasers and their Affiliatesincluding, howsoever createdwithout limitation, arising any failure strictly or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due diligently to assert any right or to become due, and howsoever owned, held pursue any remedy or acquired by Agent, any Purchaser to comply fully with the applicable laws or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, wouldregulations thereunder which might, but for the application provisions of this sentenceSection 11.18, be unenforceable under applicable lawafford grounds for terminating, this guaranty and each discharging or relieving such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty Borrower, in whole or such Lien to be unenforceable under applicable lawin part, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that from any of its obligations under this guaranty shall be unconditionalSection 11.18, irrespective it being the intention of (a) the validity or enforceability each Borrower that, so long as any of the Obligations remain unsatisfied, the obligations of such Borrower under this Section 11.18 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 11.18 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of either Borrower or any Lender. (f) The provisions of this Section 11.18 are made for the benefit of the Lenders and their respective successors and assigns, and may be enforced by any such Person from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against either of the other Borrowers or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this Section 11.18 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, or made in respect of any promissory note or other document evidencing all or any part of the Obligations, (b) is rescinded or must otherwise be restored or returned by any Lender upon the absence insolvency, bankruptcy or reorganization of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part either of the ObligationsBorrowers, or any other agreementotherwise, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Personthe provisions of this Section 11.18 will forthwith be reinstated in effect, as applicable, that reduces the amount of any of the Obligations to though such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, payment had not been made. (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Notwithstanding any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything provision to the contrary set forth contained herein or in this Section 1.4, it is the intent any other of the parties hereto that Credit Documents, to the liability incurred by each Company in respect extent the joint obligations of the Obligations of the other Company a Borrower shall be adjudicated to be invalid or unenforceable for any reason (and any Lien granted by each Company to secure such Obligations)including, not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions without limitation, because of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, federal law relating to fraudulent conveyances or transfers) then the obligations of each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) Borrower hereunder shall be valid and enforceable only limited to the maximum extent amount that would not cause is permissible under applicable law (whether federal or state and including, without limitation, the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyfederal Bankruptcy Code).

Joint and Several Liability. Each Company acknowledges Where the Consultant comprises more than one person, the terms, conditions and warranties of this Panel Agreement and any Engagement will bind all such persons jointly and each of them severally. Where the Consultant comprises more than one person or the Consultant is or would be otherwise jointly or severally liable to the Commonwealth with any other person (whether in contract, in tort for negligence or otherwise), each person comprising the Consultant: warrants that it will be responsible to the Commonwealth for the acts and omissions (including breaches of contract) of each other person comprising the Consultant or each other person with whom the Consultant is or would be otherwise jointly and severally liable (Other Person) as if those acts and omissions were its own; for the purposes of subparagraph (i), warrants that it will: review all of the Obligations activities of the Other Person under or in connection with this Panel Agreement or the performance of Services (Other's Activities); and identify and rectify all errors or defects in or omissions from the Other's Activities or any other aspect of the Other's Activities which is not in accordance with the relevant contractual requirements; unconditionally and irrevocably guarantees to the Commonwealth that the Other Person will discharge all of its liabilities to the Commonwealth arising out of or in connection with the Other's Activities (Other's Liabilities); unconditionally undertakes to pay to the Commonwealth on demand any amount demanded in writing by the Commonwealth on account of the Other's Liabilities to the extent that they have not been discharged by the Other Person; and as a separate, additional and primary liability, unconditionally and irrevocably indemnifies the Commonwealth from and against all costs, expenses, losses and damages incurred or suffered by the Commonwealth as a result hereby unconditionally guaranties of or in connection with: the full and prompt payment when due, whether at maturity Other's Activities or earlier, the Other's Liabilities; or a breach of the warranty in paragraph (b) or a failure by reason the person to perform any of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditionalclause 11.3. To the maximum extent permitted by law, irrespective the liability of a party under paragraph (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Personiii), (div) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (ev) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest will not be affected by any Company as debtor-in-possessionact, under Section 364 of the United States Bankruptcy Code omission, matter or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent thing that would not cause otherwise operate in law or in equity to reduce or release the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyparty from that liability.

Joint and Several Liability. Each Company acknowledges that it is Principal shall be deemed to have made all of the representations, warranties, covenants, and agreements set forth herein, and each Principal shall be jointly and severally liable for all each and every obligation and duty of the Obligations Principals set forth herein. A default of any Principal in the performance of any of its obligations to the Surety under this or any other agreement shall constitute a default hereunder by all Principals. Each Principal understands and agrees that the circumstances, financial or otherwise, of any one or more of the other Principals may change substantially over the term of this Agreement, and the Principals therefore agree to keep themselves fully informed as to the business activities and financial affairs of each Principal and of the risks being engaged in, so that each is always aware of the risks of hazards in continuing to act as a result hereby unconditionally guaranties Principal. Each Principal expressly waives any requirement for notice from the full and prompt payment when dueSurety of any fact or information coming to the notice or knowledge of the Surety affecting its rights or the rights or liabilities of the Principals. If any claim or demand is made by the Surety against the Principals, whether at maturity or earlierany one or more of them, by reason of acceleration the execution of a Bond, the Surety is expressly authorized to settle or otherwisecompromise with any one or more of the Principals individually, and at all times thereafter, of all Obligations of every kind and nature of each other Company without reference to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become duethe others, and howsoever owned, held such settlement or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for composition shall not affect the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount liability of any of the Obligations others and each Principal expressly waives the right to such Person)be discharged by reason of the release of one or more of the joint debtors, (d) and hereby consents to any settlement or composition that may hereafter be made. The liability of the Principals hereunder shall not be affected by the failure by Agentof the Principals, any Purchaser or any other Person one or more of them, to take sign any steps to perfect and maintain its security interest inBond or this Agreement, or to preserve its rights to, any security or Collateral for the Obligations, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest nor by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code claim that other indemnity or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed security was to have been amended accordinglyobtained, nor by the release of any indemnity, nor the return or exchange of any collateral that may have been obtained and if any party signing this Agreement is not bound for any reason, this Agreement shall still be binding upon each and every other party.

Joint and Several Liability. Each Company acknowledges that it is jointly (a) Notwithstanding any contrary provision contained in this Indenture and severally liable for all the Notes, the covenants, agreements and obligations of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwiseIssuers, and at all times thereaftereither of them, shall be deemed joint and several obligations of all Obligations of every kind and nature of each other Company to Agentthe Issuers. Any waiver including, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agentwithout limitation, any Purchaser suretyship waiver, made by either Issuer in this Indenture or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien Notes shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty be made also by the other Issuer and references in any such waiver to either Issuer shall be unconditional, irrespective deemed to include the other Issuer and each of (a) them to the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, fullest extent permitted by applicable law. (b) Notwithstanding any contrary provision contained in this Indenture or the absence Notes, each such document to which both Issuers are party shall be deemed to include, without limitation, the following waivers: Each of the Issuers hereby waives and relinquishes all rights and remedies accorded by applicable law to sureties or guarantors and agrees not to assert or take advantage of any attempt such rights or remedies, including, without limitation, (i) any right to collect require the Obligations from any other Company Trustee or any guarantor or other action of the Holders (each a “Beneficiary”) to enforce proceed against either of the same, (c) the waiver or consent by Agent, any Purchaser Issuers or any other Person with respect or to proceed against or exhaust any provision security held by a Beneficiary at any time or to pursue any other remedy in the power of a Beneficiary before proceeding against such Issuer or other Person, (ii) the defense of the statute of limitations in any action hereunder or in any action for the collection or performance of the Obligations under this Indenture and the Notes (collectively, the “Note Obligations”), (iii) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any agreementPerson or the failure of a Beneficiary to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any Person, (iv) appraisal, valuation, stay, extension, marshaling of assets, redemption, exemption, demand, presentment, protest and notice of any kind, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of a Beneficiary, any Issuer, any endorser, guarantor or creditor of either Issuer or on the part of any other Person under this or any other instrument or document evidencing in connection with any Obligation or securing all evidence of Indebtedness held by a Beneficiary as collateral or any part of in connection with the Note Obligations, (v) any defense based upon an election of remedies by a Beneficiary, including, without limitation, an election to proceed by non judicial rather than judicial foreclosure, which destroys or any otherwise impairs the subrogation rights of either Issuer, the right of either Issuer to proceed against the other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser Issuer or any other Person for reimbursement, or both, (vi) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, (vii) any duty on the part of a waiver, forgiveness Beneficiary to disclose to either Issuer any facts a Beneficiary may now or consent by Agent, a Purchaser hereafter know about either of the Issuers or any other Person, as applicableregardless of whether a Beneficiary has reason to believe that any such facts materially increase the risk beyond that which such Issuer intends to assume, or has reason to believe that reduces such facts are unknown to such Issuer, or has a reasonable opportunity to communicate such facts to the amount of any either Issuer, because each Issuer acknowledges that each Issuer is fully responsible for being and keeping informed of the Obligations to such Person), (d) financial condition of each of the failure by Agent, any Purchaser Issuers or any other Person to take and of all circumstances bearing on the risk of nonpayment of any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or Collateral for the Note Obligations, for its benefit, (eviii) Agent’s or any Purchaser’s electiondefense arising because of the election of a Beneficiary, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationLaw, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationLaw, (fix) any defense based upon any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code Law, (x) any claim or other rights which it may now or hereafter acquire against the other Issuer or any other similar bankruptcy Person that arises from the existence of performance of each Issuer of its obligations under this Indenture or insolvency legislationthe Notes, (g) including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy by a Beneficiary against the disallowanceother Issuer or any collateral which a Beneficiary now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from either of the Issuers or any other similar bankruptcy Person, directly or insolvency legislationindirectly, in cash or other property or by set off or in any other manner, payment or security on account of all such claim or other rights, (xi) any rights which it may acquire by way of contribution under this Indenture or the Notes, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from any other Person, directly or indirectly, in cash or other property or by set off or in any other manner, payment or security on account of such contribution rights, and (xii) any defense based on one action laws and any other anti-deficiency protections granted to guarantors by applicable law. No failure or delay on the Trustee’s part in exercising any power, right or privilege under this Indenture shall impair or waive one such power, right or privilege. Each of the Issuers acknowledges and agrees that any nonrecourse or exculpation provided for in this Indenture or the Notes, or any portion other provision of Agent’s this Indenture or any Purchaser’s claim(s) for repayment of the Obligations Notes, limiting the Beneficiaries’ recourse to specific collateral, or (h) any other circumstance which might otherwise constitute limiting the Beneficiaries’ right to enforce a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of deficiency judgment against the Obligations). Notwithstanding anything Issuers, shall have absolutely no application to the contrary set forth in Issuers’ liability under this Section 1.4, it is Indenture or the intent Notes. (c) In the event of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under inconsistency between the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent this Article 13 and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application corresponding provisions of this sentenceIndenture or the Notes, constitute a Fraudulent Conveyance, such liability (and such Liens) the provisions of this Indenture shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglygovern.

Joint and Several Liability. (a) Each Company acknowledges that it of the Loan Parties is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Administrative Agent and the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Loan Parties and in consideration of the undertakings of each other Loan Party to accept joint and several liability for the Obligations. (b) Each of the Loan Parties, jointly and severally liable for severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Loan Parties, with respect to the payment and performance of all of the Obligations (including, without limitation, any Obligations arising under this Section 10.15), it being the intention of the parties hereto that all the Obligations shall be the joint and several Obligations of each of the Loan Parties without preferences or distinction among them. (c) If and to the extent that any of the Loan Parties shall fail to make any payment with respect to any of the Obligations as a result hereby unconditionally guaranties and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Loan Parties will make such payment with respect to, or perform, such Obligation. (d) The Obligations of each of the Loan Parties under the provisions of this Section 10.19 constitute full recourse Obligations of each of the Loan Parties enforceable against each such Loan Party to the full extent of its properties and prompt assets, irrespective of the validity, regularity or enforceability of this Agreement as against any particular Loan Party. (e) Except as otherwise expressly provided in this Agreement, but only to the extent permitted by applicable law, each of the Loan Parties hereby waives notice of acceptance of its joint and several liability, notice of any Loans made, or Letter of Credit issued, extended or renewed under this Agreement, notice of the occurrence of any Event of Default or Default, or of any demand for any payment when dueunder this Agreement, whether notice of any action at maturity any time taken or earlieromitted by the Administrative Agent or any Lender under or in respect of any of the Obligations, to the extent permitted by reason of acceleration or otherwiseapplicable law, all demands, notices and at all times thereafter, of all Obligations other formalities of every kind in connection with this Agreement and nature the other Loan Documents. Each of the Loan Parties hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or any Lender at any time or times in respect of any Event of Default or Default by any of the Loan Parties in the performance or satisfaction of any term, covenant, condition or provision of this Agreement or any of the other Loan Documents, any and all other indulgences whatsoever by the Administrative Agent or any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any of the Loan Parties. Without limiting the generality of the foregoing, but only to the extent permitted by applicable law, each of the Loan Parties assents to any other Company action or delay in acting or failure to Agentact on the part of the Administrative Agent or any Lender with respect to the failure by any of the Loan Parties to comply with any of its respective Obligations, Purchasers and their Affiliatesincluding, howsoever createdwithout limitation, arising any failure strictly or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due diligently to assert any right or to become duepursue any remedy or to comply fully with applicable laws, and howsoever ownedregulations thereunder, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, wouldwhich might, but for the application provisions of this sentenceSection 10.19, afford grounds for terminating, discharging or relieving any of the Loan Parties, in whole or in part, from any of its Obligations under this Section 10.19, it being the intention of each of the Loan Parties that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of such Loan Parties under this Section 10.19 shall not be unenforceable under applicable law, this guaranty discharged except by performance and each such Lien shall be valid and enforceable then only to the maximum extent that would of such performance. The Obligations of each of the Loan Parties under this Section 10.19 shall not cause be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any of the Loan Parties, the Administrative Agent or any Lender. The joint and several liability of the Loan Parties hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any of the Loan Parties, the Administrative Agent or any Lender. (f) The provisions of this guaranty or such Lien to be unenforceable under applicable lawSection 10.19 are made for the benefit of the Administrative Agent and the Lenders and their respective successors and assigns, and may be enforced by any of them from time to time against any or all of the Loan Parties as often as occasion therefor may arise and without requirement on the part of the Administrative Agent or any Lender first to xxxxxxxx any of its claims or to exercise any of its rights against any other Loan Party or to exhaust any remedies available to it against any other Loan Party 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 guaranty Section 10.19 shall automatically be deemed to remain in effect until all of the Obligations shall have been amended accordingly paid in full or otherwise fully satisfied. If at all relevant times. any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or reorganization of any of the Loan Parties, or otherwise, the provisions of this Section 10.20 will forthwith be reinstated in effect, as though such payment had not been made. (i) Each Company of the Loan Parties hereby irrevocably waives, and agrees that it will not enforce, any of its obligations rights of contribution or subrogation against any other Loan Party with respect to any liability incurred by such Loan Party hereunder or under this guaranty shall be unconditionalany of the other Loan Documents, irrespective any payments made by such Loan Party to the Administrative Agent for the accounts of (a) the validity or enforceability Lenders with respect to any of the Obligations or any part thereofcollateral security therefor. Such waiver and agreement is for the benefit of the other Loan Parties, or the Lenders and the Administrative Agent. If such waiver and agreement shall be determined to be unenforceable by a court of competent jurisdiction, any claim which such Loan Party may have against such other Loan Party with respect to any payments to the Administrative Agent for the account of the Lenders hereunder are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder, to the prior payment in full of all amounts due and owing by such other Loan Party to the Administrative Agent and the Lenders and, in the event of any promissory note insolvency, bankruptcy, receivership, liquidation, reorganization or other document evidencing similar proceeding under the laws of any jurisdiction relating to such other Loan Party, its debts or its assets, whether voluntary or involuntary, all Indebtedness of such other Loan Party owing to the Lenders ("Senior Indebtedness") shall be paid in full before any payment or distribution of any part character, whether in cash, securities or other property, shall be made to such Loan Party therefor. Each Loan Party hereby agrees that for so long as any Obligations are outstanding hereunder the provisions of this Section 10.19(g) may be relied on directly by any holder of Senior Indebtedness regardless of whether such holder is a party hereto. (ii) Notwithstanding the provisions of the Obligationspreceding clause (i), each of the Loan Parties shall have and be entitled to (b1) all rights of subrogation otherwise provided by law in respect of any payment such Loan Party may make or be obligated to make under this Credit Agreement and (2) all claims (as defined in the Bankruptcy Code) it would have against any of the other Loan Parties in the absence of any attempt the preceding clause (i), and to collect the Obligations from any other Company or any guarantor or other action to assert and enforce the same, in each case on and after, but at no time prior to , the date (cthe "Subrogation Trigger Date") which is one (1) year and five (5) days after the date on which all the Obligations have been indefeasibly repaid in full if and only if (A) no Default or Event of Default of the type described in §§13.1(g) or (h) with respect to the other Loan Parties has existed at any time on or after the Closing Date to and including the Subrogation Trigger Date and (B) the waiver existence of the Loan Party's rights under this clause (ii) would not make the Loan Party a creditor (as defined in the Bankruptcy Code) of the other Loan Parties in any insolvency, bankruptcy, reorganization or consent by Agentsimilar proceeding commenced on or prior to the Subrogation Trigger Date. (h) Each Loan Party that is a Qualified ECP Guarantor at the time the joint and several obligations, any Purchaser of the Guaranties or the grant of the security interest under the Loan Documents, in each case, by any other Person Specified Loan Party, becomes effective with respect to any provision Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agentits obligations under this Agreement, any Purchaser or any applicable Guaranty and the other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company Loan Documents in respect of such Swap Obligation (but, in each case, only up to the Obligations maximum amount of the other Company (such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and any Lien granted by each Company undertakings under this Article 10.19 voidable under applicable law relating to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of transfer, and not for any applicable law of any state or other governmental unit (“Fraudulent Conveyance”greater amount). Consequently, The obligations and undertakings of each Company, Agent Qualified ECP Guarantor under this clause (h) shall remain in full force and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of effect until the Obligations of the other Company have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this clause (or any Liens granted by such Company h) to secure such Obligations) wouldconstitute, but for the application of and this sentence, constitute a Fraudulent Conveyance, such liability clause (and such Liensh) shall be valid and enforceable only deemed to constitute, a guarantee of the maximum extent that would not cause the same to constitute a Fraudulent Conveyanceobligations of, and this Agreement and a "keepwell, support, or other agreement" for the other Investment Documents shall automatically be deemed to have been amended accordinglybenefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Joint and Several Liability. Each Company acknowledges that it is jointly (a) The liability and severally liable obligations of each Borrower for all payment and performance of the Obligations to the Administrative Agent and the Lenders under this Agreement or under any of the Loan Documents to which any Borrower is a party shall be joint and several. Such joint and several liability of each Borrower shall to the fullest extent permitted by law remain and exist regardless of whether a Borrower actually receives loans or other extensions of credit hereunder or the amount of such loans received or the manner in which Lenders account for such loans or other extensions of credit on its books and records. Each Borrower’s Obligations with respect to loans made to it and related fees, costs and expenses, and each Borrower’s Obligations arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of the Borrowers hereunder, whether at maturity or earlierwith respect to loans made to the other Borrowers hereunder together with the related fees, by reason costs and expenses, shall be separate and distinct Obligations, all of acceleration or otherwise, and at all times thereafter, of all which are primary Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a PurchaserBorrower. Each Company agrees that if this guarantyBorrower’s Obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to loans or other extensions of credit made to the other Borrower hereunder shall, or any Liens securing this guaranty, would, but for to the application of this sentencefullest extent permitted by law, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (ai) the validity validity, enforceability, avoidance or enforceability subordination of the Obligations or any part thereof, of the other Borrowers or of any promissory note or other document evidencing all or of any part of the ObligationsObligations of the other Borrowers, (bii) the absence of any attempt to collect the Obligations from the other Borrowers, any other Company guarantor, or any guarantor other security therefor, or the absence of any other action to enforce the same, (ciii) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, any Purchaser Administrative Agent or any other Person Lenders with respect to any provision of any agreementinstrument evidencing the Obligations of the other Borrowers, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any the other Company Borrowers and delivered to Agent, any Purchaser the Administrative Agent or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lenders, (div) the failure by Agent, any Purchaser the Administrative Agent or any other Person the Lenders to take any steps to perfect and maintain its their security interest in, or to preserve its rights to, any security or Collateral collateral for the Obligations, for its benefitObligations of the other Borrowers, (ev) the Administrative Agent’s or any PurchaserLender’s election, in any proceeding instituted under the United States U.S. Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (fvi) any borrowing or grant of a security interest by any Company other Borrower, as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (gvii) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of the Administrative Agent’s or any Purchaser’s claim(s) Lenders’ claims for repayment of the Obligations of any other Borrower under Section 502 of the Bankruptcy Code, or (hviii) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (of any other Borrower, other than indefeasible payment in full of such Obligations. With respect to each Borrower’s Obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to loans or other extensions of credit made to any other Borrower hereunder, each such Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated in accordance with its terms, 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 Borrower, any endorser or any guarantor of all or any part of the Obligations). Notwithstanding anything , 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 Obligations or any other liability of a Borrower to the Administrative Agent or any Lender, whether any such right arises by way of suretyship or otherwise. (b) Any term or provision of this Agreement or any other Loan Document to the contrary set forth in this Section 1.4notwithstanding, it is the intent of the parties hereto that the liability incurred by each Company in respect maximum aggregate amount of the Obligations for which any of the other Company Borrowers (and any Lien granted by each Company which Obligations are not direct borrowings or direct obligations of such Borrower (the “Non-Direct Obligations”)) shall be liable shall not exceed the maximum amount for which such Borrower can be liable without rendering such Non-Direct Obligations, as they relate to secure such Obligations)Borrower, not constitute a fraudulent conveyance voidable under Section 548 of the United States Bankruptcy Code or a applicable law relating to fraudulent conveyance or fraudulent transfer under transfer. To the provisions extent that any Borrower shall be required hereunder to pay a portion of its Non-Direct Obligations which shall exceed the greater of (i) the amount of the economic benefit actually received by such Borrower from any of the loans evidenced hereby in respect of such Non-Direct Obligations, and (ii) the amount which such Borrower would otherwise have paid if such Borrower had paid the aggregate amount of the Non-Direct Obligations of such Borrower (excluding the amount thereof repaid by the other Borrower) in the same proportion as such Borrower’s net worth at the date of any applicable law borrowing hereunder is sought bears to the aggregate net worth of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect all of the Obligations Borrowers at the date of such applicable borrowing hereunder is sought, then such Borrower shall be reimbursed by the other Borrower for the amount of such excess, pro rata based on the respective net worths of the other Company (or any Liens granted by Borrowers at the date of such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyapplicable borrowing with respect hereto is sought.

Joint and Several Liability. Each Company acknowledges that it is jointly and severally (a) The Borrower shall be liable for all amounts due to the Agent and/or any Lender under this Agreement, regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and records. The Borrower’s Obligations with respect to Loans made to it, and the Borrower’s Obligations arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of the Borrower hereunder, whether at maturity or earlierwith respect to Loans made to the other Borrower hereunder, by reason of acceleration or otherwise, shall be separate and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, woulddistinct obligations, but for all such Obligations shall be primary obligations of the application Borrower. (b) The Borrower’s Obligations arising as a result of this sentencethe joint and several liability of the Borrower hereunder with respect to Loans or other extensions of credit made to the other Borrower hereunder shall, to the fullest extent permitted by law, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (ai) the validity or enforceability enforceability, avoidance or subordination of the Obligations or any part thereof, of the other Borrower or of any promissory note or other document evidencing all or any part of the ObligationsObligations of the other Borrower, (bii) the absence of any attempt to collect the Obligations from the other Borrower, any other Company guarantor, or any guarantor other security therefor, or the absence of any other action to enforce the same, (ciii) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, the Agent and/or any Purchaser or any other Person Lender with respect to any provision of any agreementinstrument evidencing the Obligations of the other Borrower, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any the other Company Borrower and delivered to Agent, the Agent and/or any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lender, (div) the failure by Agent, the Agent and/or any Purchaser or any other Person Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or Collateral collateral for the Obligations, for its benefitObligations of the other Borrower, (ev) the Agent’s or and/or any PurchaserLender’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (fvi) any borrowing or grant of a security interest by any Company the other Borrower, as debtor-in-possession, possession under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (gvii) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of the Agent’s or and/or any PurchaserLender’s claim(s) for the repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or (hviii) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Company guarantor or of the other Borrower. With respect to the Borrower’s Obligations arising as a guarantor (result of the joint and several liability of the Borrower hereunder with respect to Loans or other than payment extensions of credit made to either of the other Borrower hereunder, the Borrower waives, until the Obligations shall have been paid in full and the Loan Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which the Agent and/or any Lender now has or may hereafter have against the Borrower, any endorser or any guarantor of all or any part of the Obligations). Notwithstanding anything , and any benefit of, and any right to participate in, any security or collateral given to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect Agent and/or any Lender to secure payment of the Obligations or any other liability of the other Company (Borrower to the Agent and/or any Lender. Upon any Event of Default, the Agent may proceed directly and at once, without notice, against the Borrower to collect and recover the full amount, or any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 portion of the United States Bankruptcy Code Obligations, without first proceeding against the other Borrower or a fraudulent conveyance any other Person, or fraudulent transfer against any security or collateral for the Obligations. The Borrower consents and agrees that the Agent shall be under no obligation to marshal any assets in favor of the provisions Borrower or against or in payment of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect all of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordingly.

Joint and Several Liability. Each Company acknowledges The Credit Parties are engaged in related businesses and integrated to such an extent that the financial strength and flexibility of each Credit Party has a direct, tangible and immediate impact on the success of the other Credit Parties. If at any time another Person shall be joined as a “Borrower” it is acknowledged and agreed that (i) such Person is a co-borrower hereunder and shall be jointly and severally severally, with the other Borrower, directly and primarily liable for all the payment and performance of the Obligations Note and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, regardless of which Borrower actually receives any proceeds of the Loan or the amount of such proceeds received, (bii) each of the Borrowers shall have the obligation of a co-maker and shall be a primary obligor with respect to the Loan, the Note and the other Obligations, it being agreed that the Loan to each Borrower inure to the benefit of both Borrowers, and (iii) the absence Administrative Agent and each Lender are relying on such joint and several liability of the Borrowers (if at any time there shall be more than one (1) Borrower) in entering into this Agreement and extending the Loan. Each Borrower and each Guarantor hereby unconditionally and irrevocably agrees that upon default in the payment when due of any attempt to collect the Obligations from any other Company or any guarantor principal, interest, fee or other action to enforce amount hereunder, it will forthwith pay the same, (c) without notice of demand. The Administrative Agent and the waiver Lenders shall be entitled to rely upon any notice, request or consent communication received by Agentit from any one Borrower on behalf of both Borrowers, any Purchaser or any other Person with respect and shall be entitled to any provision treat its giving of any agreement, instrument or document evidencing or securing notice hereunder pursuant to Section 10.3 hereof as notice to each and all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyCredit Parties.

Joint and Several Liability. Each Company acknowledges that it is Borrower shall be jointly and severally liable for all amounts due to Agent and Lenders under this Agreement and the other Financing Agreements, regardless of which Borrower actually receives the Loan hereunder or the amount of such Loan received or the manner in which Agent or any Lender accounts for the Loan or other extensions of credit on its books and records. All references herein or in any of the other Financing Agreements to any of the obligations of Borrowers to make any payment hereunder or thereunder shall constitute joint and several obligations of Borrowers. The Obligations with respect to the Loan made to a Borrower, and the Obligations arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of a Borrower hereunder, whether at maturity or earlierwith respect to the Loan made to another Borrower, by reason of acceleration or otherwiseshall be separate and distinct obligations, and at but all times thereafter, such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of every kind the joint and nature several liability of a Borrower hereunder with respect to the Loan or other extensions of credit made to each other Company Borrower shall, to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired the fullest extent permitted by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentencelaw, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (a) the validity or enforceability enforceability, avoidance or subordination of the Obligations or any part thereof, of such other Borrower or of any promissory note or other document evidencing all or any part of the ObligationsObligations of such other Borrower, (b) the absence of any attempt to collect the Obligations from such Borrower, any Obligor or any other Company security therefor, or the absence of any guarantor or other action to enforce the same, (c) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, any Purchaser Agent or any other Person Lender with respect to any provision provisions of any agreementinstrument evidencing the Obligations of such other Borrower, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any the other Company Borrower and delivered to Agent, any Purchaser Agent or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lender, (d) the failure by Agent, any Purchaser Agent or any other Person Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any and maintain its security or Collateral collateral for the Obligations, for its benefitObligations of such other Borrower, (e) Agent’s or any Purchaser’s election, the election of Agent and Lenders in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of Agent’s the claim(s) of Agent or any Purchaser’s claim(s) Lender for the repayment of the Obligations of such other Borrower under Section 502 of the Bankruptcy Code, or (hg) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of an Obligor or of such other Borrower. With respect to the Obligations arising as a Company result of the joint and several liability of a Borrower hereunder with respect to the Loan or a guarantor (other than payment extensions of credit made to another Borrower hereunder, each 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 Agent or any Lender now has or may hereafter have against any Borrower or Obligor and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. At any time an Event of Default exists or has occurred and is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations), without first proceeding against the other Borrower or any other Person, or against any security or collateral for the Obligations. Notwithstanding anything Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to the contrary set forth marshal any assets in this Section 1.4, it is the intent favor of any Borrower or against or in payment of any or all of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordingly.

Joint and Several Liability. (a) The Obligations of the Borrowers are joint and several; except that each Subsidiary Borrower which is not a U.S. Subsidiary of Xxxxxxx shall be liable only for Loans made to it and with respect to Letters of Credit issued for its account. (b) Each Company Borrower acknowledges and agrees that it is the intent of the parties that each Borrower be primarily liable for the Obligations as a joint and several obligor (except as specifically set forth in this Section 11.13). It is the intention of the parties that with respect to liability of any Borrower hereunder arising solely by reason of its being jointly and severally liable for all Borrowings and Loans taken by other Borrowers, the obligations of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien Borrower shall be valid absolute, unconditional and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable lawirrevocable irrespective of: (i) any lack of validity, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity legality or enforceability of the Obligations this Agreement or any part thereof, or Note as to any other Borrower; (ii) the failure of any promissory note or other document evidencing all Lender or any part of the Obligations, (b) the absence holder of any attempt to collect the Obligations from any other Company or any guarantor or other action Note (A) to enforce the same, (c) the waiver any right or consent by Agent, remedy against any Purchaser Borrower or any other Person with respect (including any guarantor) under the provisions of this Agreement, the Note, or otherwise, or (B) to exercise any provision right or remedy against any guarantor of, or collateral securing, any Obligations; (iii) any change in the time, manner or place of payment of, or in any agreementother term of, instrument or document evidencing or securing all or any part of the Obligations, or any other agreementextension, instrument compromise or document now renewal of any Obligations; (iv) any reduction, limitation, impairment or hereafter executed by termination of any Obligations with respect to any other Company Borrower for any reason, including any claim of waiver, release, surrender, alteration or compromise, and delivered shall not be subject to Agent(and each Borrower hereby waives any right to or claim of) any defense or setoff, any Purchaser counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Person event or occurrence affecting, any Obligations with respect to any other Borrower; (other than a waiverv) any addition, forgiveness exchange, release, surrender or nonperfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any guaranty, held by Agent, a Purchaser any Lender or other Person, as applicable, that reduces any holder of the amount of Note securing any of the Obligations to such Person), Obligations; or (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (hvi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any other Borrower, any surety or defense any guarantor. Each Borrower agrees that its joint and several liability hereunder shall continue to be effective or be reinstated, as the case may be, if at any time any payment (in whole or in part) of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect any of the Obligations of the other Company (and is rescinded or must be restored by any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code Lender or a fraudulent conveyance or fraudulent transfer under the provisions any holder of any applicable law Note, upon the insolvency, bankruptcy or reorganization of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by Borrower as though such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would payment had not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglymade.

Joint and Several Liability. (a) Each Company acknowledges that it Borrower is jointly accepting joint and severally liable several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. (b) Each Borrower hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all of the Obligations arising under this Agreement and the other Loan Documents, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. (c) If and to the extent that either Borrower shall fail to make any payment with respect to any of the obligations hereunder as a result hereby unconditionally guaranties and when due or to perform any of such obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such obligation. (d) The obligations of each Borrower under the provisions of this Section 2.19 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and prompt assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement) or of any demand for any payment when dueunder this Agreement (except to the extent demand is expressly required to be given pursuant to the terms of this Agreement), whether notice of any action at maturity any time taken or earlieromitted by the Lenders under or in respect of any of the Obligations hereunder, by reason any requirement of acceleration or otherwisediligence and, generally, all demands, notices and at all times thereafter, of all Obligations other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and nature waives notice of, any extension or postponement of the time for the payment of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Lenders in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other Company action or delay in acting or any failure to Agentact on the part of the Lenders, Purchasers and their Affiliatesincluding, howsoever createdwithout limitation, arising any failure strictly or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due diligently to assert any right or to become due, and howsoever owned, held pursue any remedy or acquired by Agent, any Purchaser to comply fully with applicable laws or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, wouldregulations thereunder which might, but for the application provisions of this sentenceSection 2.19, be unenforceable under applicable lawafford grounds for terminating, this guaranty and each discharging or relieving such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty Borrower, in whole or such Lien to be unenforceable under applicable lawin part, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that from any of its obligations under this guaranty shall be unconditionalSection 2.19, irrespective it being the intention of (a) the validity or enforceability each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 2.19 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 2.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any Lender. (f) The provisions of this Section 2.19 are made for the benefit of the Administrative Agent, the L/C Issuers, the Swing Line Lenders and the Lenders and their respective successors and assigns, and may be enforced by any such Person from time to time against either Borrower as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against the other Borrower or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this Section 2.19 shall remain in effect until all of the Obligations hereunder shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, or made in respect of any promissory note or other document evidencing all or any part of the Obligations, (b) is rescinded or must otherwise be restored or returned by the absence of any attempt to collect Lenders upon the Obligations from any other Company insolvency, bankruptcy or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount reorganization of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person to take any steps to perfect and maintain its security interest inBorrowers, or to preserve its rights tootherwise, any security or Collateral for the Obligations, for its benefit, (e) Agent’s or any Purchaser’s election, provisions of this Section 2.19 will forthwith be reinstated and in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company effect as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, though such payment had not been made. (g) The Borrowers hereby agree as among themselves that, in connection with payments made hereunder, each such Person shall have a right of contribution from each other Borrower in accordance with applicable Laws. Such contribution rights shall be subordinate and subject in right of payment to the disallowanceObligations until such time as the Obligations have been irrevocably paid in full and the Commitments relating thereto shall have expired or been terminated, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment and none of the Borrowers shall exercise any such contribution rights until the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment have been irrevocably paid in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents Commitments relating thereto shall automatically be deemed to have expired or been amended accordinglyterminated.

Joint and Several Liability. (a) Each Company acknowledges that it is Borrower accepts joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of each Borrower to accept joint and several liability for the Obligations. (b) Each Borrower, jointly and severally liable for severally, hereby irrevocably and unconditionally accepts, as a surety and as a co-debtor, joint and several liability with each other Borrower, with respect to the performance of this Agreement and the payment and performance of all of the Obligations (including, without limitation, any obligations arising under this Section), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. (c) If and to the extent that any Borrower shall fail to make any payment with respect to any Obligation as a result hereby unconditionally guaranties and when due or to perform any Obligation in accordance with the terms thereof, then, in each such event, the other Borrowers will make such payment with respect to, or perform, such Obligation, as applicable. (d) The obligations of each Borrower under the provisions of this Section constitute the absolute and unconditional, full recourse obligations of each Borrower enforceable against each such Borrower to the full extent of its properties and prompt assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Advances issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, Forbearance Default or of any demand for any payment when dueunder this Agreement, whether notice of any action at maturity any time taken or earlieromitted by Lender under or in respect of any Obligation, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by reason of acceleration or otherwiseapplicable law, all demands, notices and at all times thereafter, of all Obligations other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and nature waives notice of, any extension or postponement of the time for the payment of any Obligation, the acceptance of any payment of any Obligation, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Lender at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Lender in respect of any Obligation, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any Obligation or the addition, substitution or release, in whole or in part, of any Borrower or any part of the security for any Obligation. Without limiting the generality of the foregoing, each Borrower assents to any other Company action or delay in acting or failure to Agentact on the part of Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, Purchasers and their Affiliatesincluding, howsoever createdwithout limitation, arising any failure strictly or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due diligently to assert any right or to become duepursue any remedy or to comply fully with applicable laws or regulations thereunder, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, wouldwhich might, but for the application provisions of this sentenceSection afford grounds for terminating, be unenforceable under applicable lawdischarging or relieving any Borrower, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty in whole or such Lien to be unenforceable under applicable lawin part, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that from any of its obligations under this guaranty shall be unconditionalSection, irrespective it being the intention of (a) the validity or enforceability each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrowers. The joint and several liability of each Borrower hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, constitution or place of formation of any other Borrower or Lender. (f) Each Borrower represents and warrants to Lender that such Borrower is currently informed of the financial condition of each other Borrower and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower hereby covenants that such Borrower will continue to keep informed of each other Borrower’s financial condition, the financial condition of other Guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. (g) The provisions of this Section are made for the benefit of Lender and its respective successors and assigns, and may be enforced by it from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Lender, or any or their respective successors or assigns first to marshal any claims or to exercise any rights against any other Borrower or to exhaust any remedies available against any other Borrower 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 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, or made in respect of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence is rescinded or must otherwise be restored or returned by Lender upon any insolvency proceeding of any attempt to collect Borrower, or otherwise, the Obligations from provisions of this Section will forthwith be reinstated in effect, as though such payment had not been made. (h) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person Borrower with respect to any provision liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any Obligations or any collateral security therefor until such time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to Lender hereunder or under any other Loan 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 and, in the event of any agreementinsolvency proceeding relating to any Borrower, instrument its debts or document evidencing its assets, whether voluntary or securing involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any part character, whether in cash, securities or other property, shall be made to any other Borrower. (i) Each Borrower hereby agrees that, after the occurrence and during the continuance of any Default, Event of Default or Forbearance Default, the payment of any amounts due with respect to the Indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment in full in cash of the Obligations. Each Borrower hereby agrees that after the occurrence and during the continuance of any Default, Event of Default or Forbearance Default, such Borrower will not demand, xxx for or otherwise attempt to collect any Indebtedness of any other agreement, instrument or document now or hereafter executed by any other Company and delivered Borrower owing to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of such Borrower until the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment shall have been paid in full of in cash. If, notwithstanding the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4foregoing sentence, it is the intent of the parties hereto that the liability incurred by each Company such Borrower shall collect, enforce or receive any amounts in respect of the Obligations of the other Company (such Indebtedness, such amounts shall be collected, enforced and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted received by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyBorrower as trustee Lender.

Joint and Several Liability. Each Company acknowledges Issuer hereby agrees that it is shall be jointly and severally liable with each other Issuer for all of the Obligations obligations under this Agreement and as a result hereby unconditionally guaranties the full Notes and prompt payment when duethe other Finance Documents, whether at maturity for principal, interest, Make-Whole Amount or earlier, by reason of acceleration any other amount whatsoever payable hereunder or otherwisethereunder, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now existing or hereafter existing, or due or from time to become due, time arising. The Issuers agree that their obligations under this Section 23.1 and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application other provisions of this sentenceAgreement and the Notes and the other Finance Document shall, be unenforceable under to the fullest extent permitted by applicable law, this guaranty be primary (rather than secondary), absolute, irrevocable and unconditional under any and all circumstances. Without limiting the foregoing, each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby Issuer agrees that its obligations under this guaranty Agreement and the Notes and other Finance Documents shall be unconditional, unconditional and shall remain unchanged and in effect irrespective of any modification or amendment (a) including without limitation by way of amendment, extension, renewal or waiver), or any acceleration or other change in the validity time for payment or enforceability performance, of the Obligations obligations under this Agreement or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser Notes or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, Finance Document or any other agreementagreement or instrument whatsoever relating thereto, instrument or document now or hereafter executed by any release of the obligations of any other Company and delivered to AgentIssuer, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationIssuer, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) and any other circumstance which whatsoever that might otherwise constitute a legal or equitable discharge or defense of a Company guarantor or surety. No holder of the Notes shall have any obligation to exhaust its remedies against any Issuer before proceeding against any other Issuer. Notwithstanding anything set forth above or any other Finance Document, each Controlled Non-Profit shall be liable only for that portion of the Obligations from which it derives a guarantor (other than payment in full direct benefit, and the Collateral of such Controlled Non-Profit shall only secure, or be utilized to repay, such portion of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordingly.

Joint and Several Liability. (a) Each Company acknowledges that it is jointly and severally liable for all of the Obligations Indebtedness and as a result hereby unconditionally guaranties the full and prompt payment when dueother obligations, whether at maturity or earlier, by reason of acceleration or otherwisecovenants, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, agreements now existing or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaserarising under the Loan Documents. Each Company expressly understands, agrees and acknowledges that if this guaranty(i) Companies are all affiliated entities by common ownership, or (ii) each Company desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Company has requested that Xxxxx Fargo extend such a common credit facility on the terms herein provided, (iv) Xxxxx Fargo will be lending against, and relying on a Lien upon, all of Companies’ assets even though the proceeds of any Liens securing this guarantyparticular Advance made hereunder may not be advanced directly to a particular Company, would(v) each Company will nonetheless benefit by the making of all such Advances by Xxxxx Fargo and the availability of a single credit facility of a size greater than each could independently warrant, but for (vi) all of the application of this sentencerepresentations, be unenforceable under applicable lawwarranties, this guaranty covenants, obligations, conditions, agreements and each such Lien other terms contained in the Loan Documents shall be valid applicable to and enforceable shall be binding upon each Company and (vii) Companies have each executed or will execute the Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by Xxxxx Fargo hereunder without the financial support provided by the other Companies. (b) Each Company, to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable lawdirectly liable therefore, hereby guarantees the prompt payment and this guaranty shall automatically be deemed to have been amended accordingly at performance in full of all relevant timesIndebtedness. Such guarantee constitutes a guarantee of payment and not of collection. Each Company hereby agrees that its Company’s obligations under this guaranty shall Agreement shall, to the fullest extent permitted by law, be unconditional, unconditional irrespective of (ai) the validity or enforceability enforceability, avoidance or subordination of the Obligations or Indebtedness of any part thereof, other Company or of any promissory note or other document evidencing all or any part of the ObligationsIndebtedness of any other Company, (bii) the absence of any attempt to collect the Obligations Indebtedness from any other Company Company, or any guarantor other security therefor, or the absence of any other action to enforce the same, (ciii) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, any Purchaser or any other Person Xxxxx Fargo with respect to any provision of any agreement, instrument or document evidencing or securing all the Indebtedness of any other Company or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Xxxxx Fargo, (div) the failure by Agent, any Purchaser or any other Person Xxxxx Fargo to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or Collateral collateral for the Obligations, for its benefitIndebtedness of any other Company, (ev) Agent’s or any PurchaserXxxxx Fargo’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (fvi) any borrowing or grant of a security interest by any Company other Company, as debtor-in-possession, possession under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (gvii) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of Agent’s or any PurchaserXxxxx Fargo’s claim(s) for the repayment of the Obligations Indebtedness of any other Company under Section 502 of the Bankruptcy Code or (hviii) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor or of any other Company or a guarantor (other than actual indefeasible payment in full in cash). With respect to any Company’s Indebtedness arising as a result of the joint and several liability of Companies hereunder with respect to Advances or other extensions of credit made to any of the other Companies hereunder, such Company hereby forever waives any right to enforce any right of subrogation or any remedy which Xxxxx Fargo now has or may hereafter have against any other Company, or any endorser of all or any part of the Indebtedness, and any benefit of, and any right to participate in, any security or collateral given to Xxxxx Fargo to secure payment of the Indebtedness or any other liability of any Company to Xxxxx Fargo. During the existence of any Event of Default, Xxxxx Fargo may proceed directly and at once, without notice, against any Company to collect and recover the full amount, or any portion of the Indebtedness, without first proceeding against any other Company or any other Person, or against any security or collateral for the Indebtedness. Each Company consents and agrees that Xxxxx Fargo shall be under no obligation to marshal any assets in favor of any Company or against or in payment of any or all of the Indebtedness. Without limiting the generality of the foregoing or any other provision hereof, each Company waives any rights and benefits which might otherwise be available to such Company under California Civil Code Sections 2787 to 2855, inclusive, 2899, and 3433. (c) Each Company is obligated to repay the Indebtedness as a joint and several obligor under this Agreement and the other Loan Documents. To the extent that any Company shall, under this Agreement as a joint and several obligor, repay any of the Indebtedness constituting Advances made to another Company hereunder or other Indebtedness incurred directly and primarily by any other Company (an “Accommodation Payment”), then the Company making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Companies in an amount, for each of such other Companies, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Company’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Companies. As of any date of determination, the “Allocable Amount” of each Company shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Company hereunder without (i) rendering such Company “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (ii) leaving such Company with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section 5 of the UFCA, or (iii) leaving such Company unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 7.15 shall be subordinate in right of payment to the prior indefeasible payment in full in cash of the Indebtedness. The provisions of this Section 7.15 shall, to the extent inconsistent with any provision in any Loan Document, supersede such inconsistent provision. (d) If (i) any court holds that Companies are guarantors and not jointly and severally liable as principal obligors or (ii) bankruptcy or reorganization proceedings at any time are instituted by or against any Company under any Debtor Relief Law, then each Company hereby: (A) expressly and irrevocably waives, to the fullest extent possible, except as otherwise provided in Section 7.15(c), on behalf of such Company, 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 maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of a claim against any Person, and which such Company may have or hereafter acquire against any Person in connection with or as a result of such Company’s execution, delivery and/or performance of this Agreement, or any other documents to which such Company is a party or otherwise; (B) expressly and irrevocably waives any “claim” (as such term is defined in the Bankruptcy Code) of any kind against any other Company, and further agrees that it shall 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 such Company by Xxxxx Fargo or any other Person; and (C) acknowledges and agrees (I) that this waiver is intended to benefit Xxxxx Fargo and shall not limit or otherwise affect such Company’s liability hereunder or the enforceability of this Agreement, and (II) that Xxxxx Fargo and its successors and assigns are intended beneficiaries of this waiver, and the agreements set forth in this Section 7.15 and their rights under this Section 7.15 shall survive payment in full of the ObligationsIndebtedness. (e) EACH COMPANY WAIVES THE FILING OF A CLAIM WITH A COURT IN THE EVENT OF RECEIVERSHIP OR BANKRUPTCY OF ANY COMPANY, AND WAIVES EVERY DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH ANY COMPANY MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY XXXXX FARGO IN ENFORCING THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, EVERY DEFENSE, COUNTERCLAIM OR SETOFF WHICH SUCH COMPANY MAY NOW HAVE, OR HEREAFTER MAY HAVE, AGAINST ANOTHER COMPANY OR ANY OTHER PARTY LIABLE TO XXXXX FARGO IN ANY MANNER. AS FURTHER SECURITY, ANY AND ALL DEBTS AND LIABILITIES NOW OR HEREAFTER ARISING AND OWING TO ANY COMPANY BY ANY OTHER COMPANY, OR TO ANY OTHER PARTY LIABLE TO XXXXX FARGO, ARE HEREBY SUBORDINATED TO XXXXX FARGO’S CLAIMS AND UPON THE OCCURRENCE OF AN EVENT OF DEFAULT ARE ASSIGNED TO XXXXX FARGO. EACH COMPANY RATIFIES AND CONFIRMS WHATEVER XXXXX FARGO MAY DO PURSUANT TO THE TERMS HEREOF, AND AGREES THAT XXXXX FARGO SHALL NOT BE LIABLE FOR ANY ERROR IN JUDGMENT OR MISTAKES OF FACT OR LAW. EACH COMPANY HEREBY AGREES THAT IT MAY BE JOINED AS A PARTY DEFENDANT IN ANY LEGAL PROCEEDING (INCLUDING, BUT NOT LIMITED TO, A FORECLOSURE PROCEEDING) INSTITUTED BY XXXXX FARGO AGAINST ANY OTHER COMPANY. (f) Should a claim be made upon Xxxxx Fargo at any time for repayment of any amount received by Xxxxx Fargo in payment of the Indebtedness, or any part thereof, whether received from any Company or received by Xxxxx Fargo as the proceeds of Collateral, by reason of: (1) any judgment, decree or order of any court or administrative body having jurisdiction over Xxxxx Fargo or any of their property, or (2) any settlement or compromise of any such claim effected by Xxxxx Fargo, in its sole discretion, with the claimant (including a Company). Notwithstanding anything , each Company shall remain liable to Xxxxx Fargo for the amount so repaid to the contrary set forth in same extent as if such amount had never originally been received by Xxxxx Fargo, notwithstanding any termination hereof or the cancellation of any note or other instrument evidencing any of the Indebtedness. (g) To the extent that any payment to, or realization by, Xxxxx Fargo on the Indebtedness exceeds the limitations of this Section 1.47.15 and is otherwise subject to avoidance and recovery in any such proceeding, it the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against such Company. This Section 7.15 is intended solely to reserve the intent rights of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, Xxxxx Fargo hereunder against each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only proceeding to the maximum extent permitted by applicable Debtor Relief Laws and no Company, guarantor of the Indebtedness or other Person shall have any right, claim or defense under this Section 7.15 that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically otherwise be deemed to have been amended accordinglyavailable under applicable Debtor Relief Laws in such proceeding.

Joint and Several Liability. Each Company acknowledges that it is jointly and severally (a) All Borrowers shall be liable for all amounts due to Agent and Lenders under this Agreement, regardless of which Borrower actually receives the Loans or Letters of Credit hereunder or the amount of such Loans received or the manner in which Agent and Lenders account for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans made to a Borrower, and the Obligations and arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of a Borrower hereunder, whether at maturity or earlierwith respect to Loans made to the other Borrowers hereunder, by reason of acceleration or otherwiseshall be separate and distinct obligations, and at but all times thereafter, such Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of every kind the joint and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate several liability of a Purchaser. Each Company agrees that if this guarantyBorrower hereunder with respect to Loans, Letters of Credit or any Liens securing this guarantyother extensions of credit made to the other Borrowers hereunder shall, would, but for to the application of this sentencefullest extent permitted by law, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (ai) the validity or enforceability enforceability, avoidance or subordination of the Obligations or any part thereof, of the other Borrowers or of any promissory note or other document evidencing all or any part of the ObligationsObligations of the other Borrowers, (bii) the absence of any attempt to collect the Obligations from the other Borrowers or any other Company security therefor, or the absence of any guarantor or other action to enforce the same, (ciii) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, any Purchaser Agent or any other Person Lenders with respect to any provision provisions of any agreementinstrument evidencing the Obligations of the other Borrowers, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any the other Company Borrowers and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount for itself and on behalf of any of the Obligations to such Person)Lenders, (div) the failure by Agent, any Purchaser Agent or any other Person Lenders to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any and maintain its security or Collateral collateral for the Obligations, for its benefitObligations of the other Borrowers, (ev) Agent’s the election of Agent or any Purchaser’s election, Lenders in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (gvi) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of Agent’s or any Purchaser’s the claim(s) of Agent or Lenders for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (hvii) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of the other Borrowers. With respect to the Obligations arising as a Company result of the joint and several liability of a Borrower hereunder with respect to Loans, Letters of Credit or a other extensions of credit made to the other Borrowers hereunder, each Borrower waives, until Full Payment of the Obligations and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or Lenders now has or may hereafter have against Borrowers, any endorser or any guarantor (other than payment in full of all or any part of the Obligations), and any benefit of, and any right to participate in, any security or collateral given to Agent and Lenders. Notwithstanding anything Upon any Event of Default and for so long as the same is continuing, Agent and Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or against or in payment of any or all of the Obligations. (b) Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or hereafter have against the other Borrowers or other Person directly or contingently liable for the Obligations hereunder, or against or with respect to the contrary set forth in this Section 1.4other Borrowers’ property (including, it without limitation, any property which is Collateral for the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of arising from the United States Bankruptcy Code existence or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application performance of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyAgreement.

Joint and Several Liability. (a) Each Company acknowledges that it of the Loan Parties is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Administrative Agent and the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Loan Parties and in consideration of the undertakings of each other Loan Party to accept joint and several liability for the Obligations (b) Each of the Loan Parties, jointly and severally liable for severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Loan Parties, with respect to the payment and performance of all of the Obligations (including, without limitation, any Obligations arising under this Section 10.15), it being the intention of the parties hereto that all the Obligations shall be the joint and several Obligations of each of the Loan Parties without preferences or distinction among them (c) If and to the extent that any of the Loan Parties shall fail to make any payment with respect to any of the Obligations as a result hereby unconditionally guaranties and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Loan Parties will make such payment with respect to, or perform, such Obligation (d) The Obligations of each of the Loan Parties under the provisions of this Section 10.15 constitute full recourse Obligations of each of the Loan Parties enforceable against each such Loan Party to the full extent of its properties and prompt assets, irrespective of the validity, regularity or enforceability of this Agreement as against any particular Loan Party. (e) Except as otherwise expressly provided in this Agreement, but only to the extent permitted by applicable law, each of the Loan Parties hereby waives notice of acceptance of its joint and several liability, notice of any Loans made, or Letter of Credit issued, extended or renewed under this Agreement, notice of the occurrence of any Event of Default or Default, or of any demand for any payment when dueunder this Agreement, whether notice of any action at maturity any time taken or earlieromitted by the Administrative Agent or any Lender under or in respect of any of the Obligations, to the extent permitted by reason of acceleration or otherwiseapplicable law, all demands, notices and at all times thereafter, of all Obligations other formalities of every kind in connection with this Agreement and nature the other Loan Documents. Each of the Loan Parties hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or any Lender at any time or times in respect of any Event of Default or Default by any of the Loan Parties in the performance or satisfaction of any term, covenant, condition or provision of this Agreement or any of the other Loan Documents, any and all other indulgences whatsoever by the Administrative Agent or any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any of the Loan Parties. Without limiting the generality of the foregoing, but only to the extent permitted by applicable law, each of the Loan Parties assents to any other Company action or delay in acting or failure to Agentact on the part of the Administrative Agent or any Lender with respect to the failure by any of the Loan Parties to comply with any of its respective Obligations, Purchasers and their Affiliatesincluding, howsoever createdwithout limitation, arising any failure strictly or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due diligently to assert any right or to become duepursue any remedy or to comply fully with applicable laws, and howsoever ownedregulations thereunder, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, wouldwhich might, but for the application provisions of this sentenceSection 10.15, afford grounds for terminating, discharging or relieving any of the Loan Parties, in whole or in part, from any of its Obligations under this Section 10.15, it being the intention of each of the Loan Parties that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of such Loan Parties under this Section 10.15 shall not be unenforceable under applicable law, this guaranty discharged except by performance and each such Lien shall be valid and enforceable then only to the maximum extent that would of such performance. The Obligations of each of the Loan Parties under this Section 10.15 shall not cause be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any of the Loan Parties, the Administrative Agent or any Lender. The joint and several liability of the Loan Parties hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any of the Loan Parties, the Administrative Agent or any Lender. (f) The provisions of this guaranty or such Lien to be unenforceable under applicable lawSection 10.15 are made for the benefit of the Administrative Agent and the Lenders and their respective successors and assigns, and may be enforced by any of them from time to time against any or all of the Loan Parties as often as occasion therefor may arise and without requirement on the part of the Administrative Agent or any Lender first to xxxxxxxx any of its claims or to exercise any of its rights against any other Loan Party or to exhaust any remedies available to it against any other Loan Party 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 guaranty Section 10.15 shall automatically be deemed to remain in effect until all of the Obligations shall have been amended accordingly paid in full or otherwise fully satisfied. If at all relevant times. any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or reorganization of any of the Loan Parties, or otherwise, the provisions of this Section 10.15 will forthwith be reinstated in effect, as though such payment had not been made. (i) Each Company of the Loan Parties hereby irrevocably waives, and agrees that it will not enforce, any of its obligations rights of contribution or subrogation against any other Loan Party with respect to any liability incurred by such Loan Party hereunder or under this guaranty shall be unconditionalany of the other Loan Documents, irrespective any payments made by such Loan Party to the Administrative Agent for the accounts of (a) the validity or enforceability Lenders with respect to any of the Obligations or any part thereofcollateral security therefor. Such waiver and agreement is for the benefit of the other Loan Parties, or the Lenders and the Administrative Agent. If such waiver and agreement shall be determined to be unenforceable by a court of competent jurisdiction, any claim which such Loan Party may have against such other Loan Party with respect to any payments to the Administrative Agent for the account of the Lenders hereunder are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder, to the prior payment in full of all amounts due and owing by such other Loan Party to the Administrative Agent and the Lenders and, in the event of any promissory note insolvency, bankruptcy, receivership, liquidation, reorganization or other document evidencing similar proceeding under the laws of any jurisdiction relating to such other Loan Party, its debts or its assets, whether voluntary or involuntary, all Indebtedness of such other Loan Party owing to the Lenders ("Senior Indebtedness") shall be paid in full before any payment or distribution of any part character, whether in cash, securities or other property, shall be made to such Loan Party therefor. Each Loan Party hereby agrees that for so long as any Obligations are outstanding hereunder the provisions of this Section 10.15(g) may be relied on directly by any holder of Senior Indebtedness regardless of whether such holder is a party hereto. (ii) Notwithstanding the provisions of the Obligationspreceding clause (i), each of the Loan Parties shall have and be entitled to (b1) all rights of subrogation otherwise provided by law in respect of any payment such Loan Party may make or be obligated to make under this Credit Agreement and (2) all claims (as defined in the Bankruptcy Code) it would have against any of the other Loan Parties in the absence of any attempt the preceding clause (i), and to collect the Obligations from any other Company or any guarantor or other action to assert and enforce the same, in each case on and after, but at no time prior to, the date (cthe "Subrogation Trigger Date") which is one (1) year and five (5) days after the waiver date on which all the Obligations have been indefeasibly repaid in full if and only if (A) no Default or consent by Agent, any Purchaser or any other Person with respect to any provision Event of any agreement, instrument or document evidencing or securing all or any part Default of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (dtype described in §§13.1(g) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) with respect to the other Loan Parties has existed at any other circumstance which might otherwise constitute a legal time on or equitable discharge or defense of a Company or a guarantor after the Closing Date to and including the Subrogation Trigger Date and (other than payment in full B) the existence of the Obligations). Notwithstanding anything to Loan Party's rights under this clause (ii) would not make the contrary set forth Loan Party a creditor (as defined in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations Bankruptcy Code) of the other Company (and Loan Parties in any Lien granted by each Company to secure such Obligations)insolvency, not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code bankruptcy, reorganization or a fraudulent conveyance similar proceeding commenced on or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only prior to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglySubrogation Trigger Date.

Joint and Several Liability. Each Company Borrower (including without limitation each Borrowing Affiliate) agrees and acknowledges that the Obligations (subject to the proviso in the last sentence in the definition of "Obligations" as such term is defined in Section 1.1 herein) constitute and will constitute joint and several obligations and liabilities of the Borrowers; provided, however, that anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Borrower with respect to the joint and several liability under this Section 2.14 shall in no event exceed the amount which can be guaranteed by such Borrower under applicable federal, state and applicable foreign laws relating to the insolvency of debtors. Each Borrower further agrees and acknowledges that all actions taken, elections made and notices and certificates furnished or received by it is jointly and severally liable for under or pursuant to the Loan Documents shall constitute the action, election, notice or certification of all of the Obligations and as a result hereby unconditionally guaranties Borrowers under the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwiseLoan Documents, and at all times thereafter, that each Authorized Representative shall have full authority to act for and on behalf of all Obligations of every kind the Borrowers for all purposes of the Loan Documents. Each Borrower agrees that the joint and nature several liability of each the Borrowers shall not be impaired or affected by any modification, supplement, extension or amendment of any contract or agreement to which the parties thereto may hereafter agree, nor by any modification, release or other Company alteration of any of the rights of the Agent or any Lender with respect to Agentthe Collateral other than as provided in Section 2.13(b) hereof, Purchasers and their Affiliatesnor by any delay, howsoever createdextension of time, arising renewal, compromise or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired other indulgence granted by the Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser Lender or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed nor by any other Company agreements or arrangements whatever with any other Borrower or with anyone else, each Borrower hereby waiving all notice of any such delay, extension, release, substitution, renewal, compromise or any such delay, extension, release, substitution, renewal, compromise or other indulgence, and delivered hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower hereunder is direct and unconditional as to all of the Obligations hereunder, and may be enforced without requiring the Agent, any Purchaser Lender or any other Person (first to resort to any other than a waiverright, forgiveness remedy or consent by Agentsecurity; no Borrower shall have any right of subrogation, a Purchaser reimbursement or other Personindemnity whatsoever, as applicablenor any right of recourse to security for indemnity whatsoever, that reduces the amount nor any right of recourse to security for any of the Obligations hereunder, unless and until all of said Obligations have been paid in full; except as provided in Section 2.13(b) hereof and subject to such Person)the proviso to the first sentence of this Section 2.14, (d) nothing shall discharge or satisfy the failure by Agent, liability of any Purchaser or any other Person to take any steps to perfect Borrower hereunder except the full payment and maintain its security interest in, or to preserve its rights to, any security or Collateral for the Obligations, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, performance of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything ; any and all present and future debts and obligations of each Borrower to the contrary set forth other Borrowers are hereby waived and postponed in this Section 1.4, it is favor of and subordinated to the intent full payment and performance of the parties hereto that the liability incurred by each Company in respect of the all present and future Obligations of the other Company (Borrowers to the Agent, the Lenders and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyPerson.

Joint and Several Liability. Each Company acknowledges that it is jointly and severally liable The liability of the Borrowers for all of the Obligations shall be joint and several regardless of which Borrower actually receives loans or other extensions of credit hereunder or the amount of such loans received or the manner in which the Agent accounts for such loans or other extensions of credit on its books and records. Each Borrower's Obligations with respect to Revolving Loans made to it or Letters of Credit issued for its account, and related fees, costs and expenses, and each Borrower's Obligations arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of the Borrowers hereunder, whether at maturity with respect to Revolving Loans made to the other Borrower hereunder or earlierLetters of Credit issued for the account of the other Borrower hereunder, by reason together with the related fees, costs and expenses, shall be separate and distinct obligations, all of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature which are primary obligations of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a PurchaserBorrower. Each Company agrees that if this guarantyBorrower's Obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to loans or other extensions of credit made to the other Borrower hereunder shall, or any Liens securing this guaranty, would, but for to the application of this sentencefullest extent permitted by law, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (ai) the validity of enforceability, avoidance or enforceability subordination of the Obligations or any part thereof, of the other Borrower or of any promissory note or other document evidencing all or of any part of the ObligationsObligations of the other Borrower, (bii) the absence of any attempt to collect the Obligations from the other Borrower, any other Company guarantor, or any guarantor other security therefor, or the absence of any other action to enforce the same, (ciii) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, any Purchaser or any other Person the Agent with respect to any provision of any agreementinstrument evidencing the Obligations of the other Borrower, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any the other Company Borrower and delivered to the Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (div) the failure by Agent, any Purchaser or any other Person the Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or Collateral collateral for the Obligations, for its benefitObligations of the other Borrower, (ev) the Agent’s or any Purchaser’s 's election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (fvi) any borrowing or grant of a security interest by any Company the other Borrower, as debtor-in-possession, possession under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (gvii) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of the Agent’s or any Purchaser’s 's claim(s) for repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or (hviii) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company guarantor or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyBorrower.

Joint and Several Liability. Each Company acknowledges (a) Unless otherwise specified herein, each Borrower agrees that it is shall be jointly and severally liable for all of the Obligations and as a result hereby unconditionally guaranties of the full and prompt payment when due, whether at maturity Borrowers hereunder or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each under any other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidencedLoan Document, whether direct or indirect, absolute or contingent, joint and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or severalotherwise. Without limiting the generality of the foregoing, now each Borrower’s liability shall extend to all amounts that constitute part of its Obligations under the Loan Documents and would be owed by the other Borrower (such other Borrower in that capacity being herein referred to as the “Co-Borrower”) to any Secured Party under or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate in respect of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, the Loan Documents but for the application fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Co-Borrower. (b) For the purposes of this sentenceAgreement and the Notes, be unenforceable under applicable law, this guaranty and each such Lien of the Borrowers shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of the Co-Borrower and a co-obligor (aobligado solidario) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company Borrowers hereunder and under the Notes, in accordance with Articles 1987, 1988 and 1989 of the Federal Civil Code of Mexico (Código Civil Federal) and related articles contained in the civil codes of the relevant states of Mexico and the Federal District. (c) The liability of each Borrower hereunder shall be irrevocable, absolute and unconditional irrespective of, and each Borrower hereby irrevocably waives any Lien granted by each Company defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto against its Co-Borrower; (ii) any taking, exchange, release or non-perfection of any Pledged Collateral, or any taking, release or amendment or waiver of, or consent to secure such Obligationsdeparture from, any other guaranty, for all or any of the Borrowers’ Obligations under the Loan Documents without its prior consent; (iii) any manner of application of Pledged Collateral, or proceeds thereof, to all or any of the Borrowers’ Obligations under the Loan Documents; (iv) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (v) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), not operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Borrower waiving any duty on the part of the Secured Parties to disclose such information); (vi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a fraudulent conveyance under Section 548 defense of the United States Bankruptcy Code a surety or guarantor available to, or a fraudulent conveyance or fraudulent transfer under the provisions of discharge of, any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company Loan Party in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyCo-Borrower.

Joint and Several Liability. All references to “Borrower” or “Borrowers” shall refer to each of them separately and to both of them jointly and each shall be bound both severally and jointly with the other. Each Company acknowledges that it is of the Borrowers shall be jointly and severally liable for all to the holder of the Obligations and Notes for the obligations of the other Borrower under this Notes; provided, that if it is determined that either of the Borrowers is liable as a result hereby unconditionally guaranties guarantor (and not as a co-obligor) with respect to such Obligations (the full and prompt payment when due“Guaranteed Obligations”), whether at maturity or earlier, by reason each of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees the Borrowers agree that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability any action to enforce payment of the Guaranteed Obligations or any part thereof, or of any promissory note or other document evidencing all or any part may be commenced by the holder of the ObligationsNotes against such Borrower as a sole defendant without naming the other Borrower in such proceeding, (b) it waives any right to claim indemnification, subrogation, reimbursement or contribution from the absence of any attempt to collect the other Borrower until all Obligations from any other Company or any guarantor or other action to enforce the samehave been irrevocably paid in full, (c) no act or thing need occur to establish the waiver liability of such Borrower for its Guaranteed Obligations, and no act or consent by Agentthing, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part except full payment of the Guaranteed Obligations, shall in any way reduce or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces release the amount liability of any of the Obligations to such Person)Borrower for its Guaranteed Obligations, (d) the failure by Agent, any Purchaser or any other Person 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, obligations for its benefitGuaranteed Obligations shall be absolute, unconditional, and irrevocable, and shall not be subject to any right of setoff or counterclaim, (e) Agent’s or any Purchaser’s electionits agreement with respect to his Guaranteed Obligations is an absolute, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, unconditional and continuing guaranty of the application payment and not of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationcollection, (f) it waives any borrowing or grant and all of a security interest his surety defenses, claims and discharges and of all surety defenses, claims and discharges every other Borrower pertaining to the Guaranteed Obligations, except the defense of discharge by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationpayment in full, (g) the disallowanceit waives presentment, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code demand for payment, notice of dishonor or nonpayment, and protest of any other similar bankruptcy or insolvency legislationinstrument evidencing Guaranteed Obligations, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) its liability under the Security Agreement for the Guaranteed Obligations shall be primary and direct, and that the holder of the Notes shall not be required first to resort for payment of the Guaranteed Obligations to any other circumstance which might otherwise constitute a legal Borrower or equitable discharge other persons or defense of a Company to commence any action or a guarantor (obtain any judgment against any other than payment in full of Borrower or to pursue any other right or remedy the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that holders may have against any other Borrower before enforcing the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Borrower for its Guaranteed Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordingly.

Joint and Several Liability. Each Company acknowledges that it Subject to Section 8.5 hereof, each Company, by entering into and executing this Agreement, is jointly accepting joint and severally liable for all several liability hereunder in consideration of the Obligations “financial assistance” (as such term is defined in Title 1 of Article 18-A of the General Municipal Law of the State of New York) to be provided by the Agency under the “straight-lease transaction”, for the mutual benefit, directly and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafterindirectly, of all Obligations each Company and in consideration of every kind and nature the undertakings of each other Company to Agentaccept joint and several liability for their respective obligations. Each Company, Purchasers jointly and their Affiliatesseverally, howsoever createdhereby irrevocably and unconditionally accepts, arising or evidenced, whether direct or indirect, absolute or contingentnot merely as a surety but as a co-debtor, joint or severaland several liability with the other Company, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company payment and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, performance of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4their respective obligations hereunder, it is being the intent intention of the parties hereto that the liability incurred by all of their respective obligations hereunder shall be joint and several obligations of each Company without preference or distinction between them. If and to the extent that any Company shall fail to make any payment with respect to any of their respective obligations hereunder as and when due or to perform any of their respective obligations hereunder in accordance with the terms hereof, then, in each such event, any other Company shall make such payment with respect to, or perform, such obligations. The obligations of each Company under the provisions of this Section constitute full recourse obligations of each Company enforceable against each such Company, irrespective of the validity, regularity or enforceability of this Agreement as against any particular Company. Each and every representation, warranty, covenant and agreement made by the Company, or any of them, hereunder shall be joint and several, whether or not so expressed, and such obligations of any Company shall not be subject to any counterclaim, setoff, recoupment or defense based upon any claim any Company may have against any other Company, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstances or condition affecting any other Company, including, without limitation (a) any waiver, consent, extension, renewal, indulgence or other action or inaction under or in respect of this Agreement with respect to any other Company, or any exercise or non-exercise of any right, remedy, power or privilege hereunder with respect to any other Company, or the Obligations failure to give notice of any of the foregoing to any other Company, (b) any invalidity or unenforceability, in whole or in part, of this Agreement with respect to any other Company, (c) any failure on the part of any other Company for any reason to perform or comply with any term hereof; (d) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to any other Company or its properties or creditors; or (e) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, with respect to any other Company. Each Company hereby waives any requirement or diligence or promptness on the part of the Agency in the enforcement of its rights hereunder with respect to the obligations of any Company. Without limiting the foregoing, any failure to make any demand upon, to pursue or exhaust any rights or remedies against any Company, or any delay with respect thereto, shall not affect the respective obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyhereunder.

Joint and Several Liability. (a) Each Company of Borrowers acknowledges and agrees that it is the intent of the parties that each such Borrower be primarily liable for the obligations as a joint and several obligor. It is the intention of the parties that with respect to liability of any Borrower hereunder arising solely by reason of its being jointly and severally liable for all Advances and other extensions of credit taken by Borrowers, the Obligations obligations of such Borrower shall be absolute, unconditional and as a result hereby unconditionally guaranties the full and prompt payment when dueirrevocable irrespective of: (i) any lack of validity, whether at maturity legality or earlier, by reason enforceability of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser this Agreement or any Affiliate Note as to any Borrower, as the case may be; (ii) the failure of a Purchaser. Each Company agrees that if this guaranty, any Lender or any Liens securing this guaranty, would, but for the application holder of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of any Note: (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce any right or remedy against any Borrower, as the samecase may be, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (including any Guarantor or Holdings) under the provisions of this Agreement, such Note, or otherwise, or (b) to exercise any right or remedy against any guarantor of, or collateral securing, any obligations; (iii) any change in the time, manner or place of payment of, or in any other than a waiverterm of, forgiveness all or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Indebtedness, (d) the failure by Agent, any Purchaser or any other Person extension, compromise or renewal of any Indebtedness; (iv) any reduction, limitation, impairment or termination of any Indebtedness with respect to take any steps to perfect and maintain its security interest inBorrower, or to preserve its rights to, any security or Collateral for as the Obligationscase may be, for its benefitany reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (eand each of Borrowers hereby waives any right to or claim of) Agent’s any defense (other than the defense of payment in full of the Indebtedness) or any Purchaser’s electionsetoff, in any proceeding instituted under counterclaim, recoupment or termination whatsoever by reason of the United States Bankruptcy Code invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other similar bankruptcy event or insolvency legislationoccurrence affecting, any Indebtedness with respect to any Borrower, as the case may be; (v) any addition, exchange, release, surrender or nonperfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any guaranty, held by any Lender or any holder of the application of Section 1111(b)(2) Notes securing any of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, Indebtedness; or (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (hvi) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than the defense of payment in full of the Obligations)Indebtedness) available to, or a legal or equitable discharge of, any Borrower, as the case may be, any surety or any guarantor. (b) Each of Borrowers agrees that its joint and several liability hereunder shall continue to be effective or be reinstated, as the case may be, if at any time any payment (in whole or in part) of any of the Indebtedness is rescinded or must be restored by any Lender or any holder of any Note, upon the insolvency, bankruptcy or reorganization of any Borrower, as the case may be, as though such payment had not been made; (c) Each of Borrowers hereby expressly waives: (i) notice of the Lenders’ acceptance of this Agreement; (ii) notice of the existence or creation or non payment of all or any of the Indebtedness other than notices expressly provided for in this Agreement; (iii) presentment, demand, notice of dishonor, protest, and all other notices whatsoever other than notices expressly provided for in this Agreement; (iv) any claim or defense based on an election of remedies; and (v) all diligence in collection or protection of or realization upon the Indebtedness or any part thereof, any obligation hereunder, or any security for or guaranty of any of the foregoing. (d) No delay on any of the Lenders part in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by any of the Lenders of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action of any of the Lenders permitted hereunder shall in any way affect or impair any such Lenders’ rights or any Borrower’s Indebtedness under this Agreement. (e) Each of Borrowers hereby represents and warrants to each of the Lenders that it now has and will continue to have independent means of obtaining information concerning Borrowers’ affairs, financial condition and business. Lenders shall not have any duty or responsibility to provide any Borrower with any credit or other information concerning such Borrower’s affairs, financial condition or business which may come into the Lenders’ possession. (f) Each of Borrowers represents and warrants (i) that the business operations of Borrowers are interrelated and that the business operations of Borrowers complement one another, and such entities have a common business purpose, and (ii) that, to permit their uninterrupted and continuous operations, such entities now require and will from time to time hereafter require funds and credit accommodations for general business purposes and that (iii) the proceeds of advances under the Revolving Credit, the Swing Line, the Term Loan and the other credit facilities extended hereunder will directly or indirectly benefit Borrowers hereunder, severally and jointly, regardless of which Borrower receives part or all of the proceeds of such Advances. (g) Notwithstanding anything to the contrary set forth in this Section 1.4contained herein, it is the intent intention of Borrowers, Agent and the Lenders that the amount of the parties hereto that respective Borrowers’ obligations hereunder shall be in, but not in excess of, the liability incurred maximum amount thereof not subject to avoidance or recovery by each Company in respect operation of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law governing bankruptcy, reorganization, arrangement, adjustment of any state debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other governmental unit similar laws (collectively, “Fraudulent ConveyanceApplicable Insolvency Laws”). ConsequentlyTo that end, each Company, Agent but only in the event and each Purchaser hereby agree to the extent that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (Borrowers’ respective obligations hereunder or any Liens granted by such Company to secure such Obligations) payment made pursuant thereto would, but for the application operation of this sentencethe foregoing proviso, constitute a Fraudulent Conveyancebe subject to avoidance or recovery under Applicable Insolvency Laws, such liability (and such Liens) the amount of Borrowers’ respective obligations hereunder shall be valid limited to the largest amount which, after giving effect thereto, would not, under Applicable Insolvency Laws, render such Borrower’s respective obligations hereunder unenforceable or avoidable or subject to recovery under Applicable Insolvency Laws. To the extent any payment actually made hereunder exceeds the limitation contained in this Section 13.25(g), then the amount of such excess shall, from and enforceable only after the time of payment by Borrowers (or any of them), be reimbursed by the Lenders upon demand by such Borrowers. The foregoing proviso is intended solely to preserve the rights of the Agent and the Lenders hereunder against Borrowers to the maximum extent permitted by Applicable Insolvency Laws and neither any Borrower nor any Guarantor nor any other Person shall have any right or claim under this Section 13.25(g) that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically otherwise be deemed to have been amended accordinglyavailable under Applicable Insolvency Laws.

Joint and Several Liability. (a) Each Company acknowledges that it U.S. Borrower is accepting joint and several liability for the U.S. Obligations hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each U.S. Borrower and, with respect to Letters of Credit, their Subsidiaries, and in consideration of the undertakings of the other U.S. Borrowers to accept joint and several liability for the U.S. Obligations. (b) Each U.S. Borrower, jointly and severally liable severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other U.S. Borrowers, with respect to the payment and performance of all of the U.S. Obligations (including any U.S. Obligations arising under this Section 2.15), it being the intention of the parties hereto that all the U.S. Obligations shall be the joint and several obligations of each U.S. Borrower without preferences or distinction among them. (c) If and to the extent that any U.S. Borrower shall fail to make any payment with respect to any of the U.S. Obligations as and when due or to perform any of the U.S. Obligations in accordance with the terms thereof, then in each such event the other U.S. Borrowers will make such payment with respect to, or perform, such U.S. Obligation until such time as all of the U.S. Obligations are paid in full. (d) The U.S. Obligations of each U.S. Borrower under the provisions of this Section 2.15 constitute the absolute and unconditional, full recourse U.S. Obligations of each U.S. Borrower enforceable against each U.S. Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.15(d)) or any other circumstances whatsoever. (e) Each Borrower is accepting joint and several liability for the Australian Obligations hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and, with respect to Letters of Credit, their Subsidiaries, and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Australian Obligations. (f) Each Borrower, 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 Borrowers, with respect to the payment and performance of all of the Australian Obligations (including any Australian Obligations arising under this Section 2.15), it being the intention of the parties hereto that all the Australian Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. (g) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Australian Obligations as and when due or to perform any of the Australian Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Australian Obligation until such time as all of the Australian Obligations are paid in full. (h) The Australian Obligations of each Borrower under the provisions of this Section 2.15 constitute the absolute and unconditional, full recourse Australian Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.15(h)) or any other circumstances whatsoever. (i) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability with respect to a U.S. Borrower, the other Borrowers, and with respect to an Australian Borrower, the other Australian Borrowers, notice of any Revolving Loans or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.15, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.15 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or any Agent or Lender. (j) Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of U.S. Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the U.S. Obligations. (k) The provisions of this Section 2.15 are made for the benefit of Agent, each member of the Lender Group, each Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers (to the extent provided in this Section 2.15) as often as occasion therefor may arise and without requirement on the part of Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower 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 2.15 shall remain in effect until all of the Obligations and as a result hereby unconditionally guaranties shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the full and prompt payment when dueObligations, whether at maturity is rescinded or earliermust otherwise be restored or returned by Agent or any Lender upon the insolvency, by reason bankruptcy or reorganization of acceleration any Borrower, or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application provisions of this sentenceSection will forthwith be reinstated in effect, be unenforceable under applicable law, this guaranty and each as though such Lien shall be valid and enforceable to the maximum extent that would payment had not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. made. (l) Each Company Borrower hereby agrees that it will not enforce any of its obligations rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under this guaranty shall be unconditionalany of the other Loan Documents, irrespective of (a) the validity any payments made by it to Agent or enforceability Lenders with respect to any of the Obligations or any part thereof, or of any promissory note or other document evidencing collateral security therefor until such time as all or any part of the Obligations, (b) the absence of Obligations have been paid in full in cash. Any claim which any attempt to collect the Obligations from Borrower may have against any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person Borrower with respect to any provision of payments to any agreement, instrument or document evidencing or securing all Agent or any part member of the Obligations, Lender Group hereunder or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of under any of the Bank Product Agreements 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 such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, prior payment in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or (h) other similar proceeding under the laws of any jurisdiction relating to any Borrower, 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 any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyBorrower therefor.

Joint and Several Liability. Each Company acknowledges that it is Borrower shall be jointly and severally liable for all amounts due to Agent and Lenders under this Agreement and the other Financing Agreements, regardless of which Borrower actually receives the Loans or Letter of Credit Accommodations hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and records. All references herein or in any of the other Financing Agreements to any of the obligations of Borrowers to make any payment hereunder or thereunder shall constitute joint and several obligations of Borrowers. The Obligations with respect to Loans made to a Borrower, and the Obligations arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of a Borrower hereunder, whether at maturity or earlierwith respect to Loans made to the other Borrower, by reason of acceleration or otherwiseshall be separate and distinct obligations, and at but all times thereafter, such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of every kind the joint and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate several liability of a Purchaser. Each Company agrees that if this guarantyBorrower hereunder with respect to Loans, Letter of Credit Accommodations or any Liens securing this guarantyother extensions of credit made to the other Borrower shall, would, but for to the application of this sentencefullest extent permitted by law, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (a) the validity or enforceability enforceability, avoidance or subordination of the Obligations or any part thereof, of the other Borrower or of any promissory note or other document evidencing all or any part of the ObligationsObligations of the other Borrower, (b) the absence of any attempt to collect the Obligations from the other Borrower, any Obligor or any other Company security therefor, or the absence of any guarantor or other action to enforce the same, (c) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, any Purchaser Agent or any other Person Lender with respect to any provision provisions of any agreementinstrument evidencing the Obligations of the other Borrower, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any the other Company Borrower and delivered to Agent, any Purchaser Agent or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lender, (d) the failure by Agent, any Purchaser Agent or any other Person Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any and maintain its security or Collateral collateral for the Obligations, for its benefitObligations of the other Borrower, (e) Agent’s or any Purchaser’s election, the election of Agent and Lenders in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of Agent’s the claim(s) of Agent or any Purchaser’s claim(s) Lender for the repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or (hg) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of an Obligor or of the other Borrower. With respect to the Obligations arising as a Company result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or a guarantor (other than payment extensions of credit made to the other Borrower hereunder, each 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 Agent or any Lender now has or may hereafter have against any Borrower or Obligor and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. At any time an Event of Default exists or has occurred and is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations), without first proceeding against the other Borrower or any other Person, or against any security or collateral for the Obligations. Notwithstanding anything Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to the contrary set forth marshal any assets in this Section 1.4, it is the intent favor of any Borrower or against or in payment of any or all of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordingly.

Joint and Several Liability. (a) Each Company acknowledges that it is payment obligation and liability of Buyer or Buyer Parent pursuant to this Agreement (including, without limitation, (i) the obligation to deliver the Initial Payment pursuant to Section 1.2(b)(i), (ii) the obligation to deliver the Escrow Amount pursuant to Section 1.2(b)(ii), (iii) the obligation to pay the Shortfall Amount (if any) pursuant to Section 1.3(f), (iv) the obligation to pay or cause to be paid the Purchase Price pursuant to Section 1.2(b)(iv), (v) the obligation to make any post-Closing adjustment payments pursuant to Section 1.5(c), (vi) any Tax proration payment pursuant to Section 6.1, and (vii) any indemnification obligations pursuant to Section 8.3) (the “Buyer Obligations”) are the joint and several obligations of each of Buyer and Buyer Parent. Each of Buyer and Buyer Parent will be jointly and severally liable as primary obligor and not merely as surety for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when dueBuyer Obligations. No formal change, whether at maturity amendment, modification or earlier, by reason waiver of acceleration any terms or otherwise, and at all times thereafter, conditions of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser this Agreement or any Affiliate of a Purchaser. Each Company agrees that if this guarantyAncillary Agreement, no extension in whole or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any in part of the time for the performance by Buyer of its obligations hereunder or thereunder, and no settlement, compromise, release, surrender, modification or impairment of, or exercise or failure to exercise any claim, right or remedy of any kind or nature in connection herewith or therewith, will affect, impair or discharge, in whole or in part, the liability of Buyer or Buyer Parent for the full, prompt and unconditional performance of the Buyer Obligations. Without limiting the generality of the foregoing, (bx) Seller may seek payment of the absence Buyer Obligations directly from Buyer Parent without first seeking satisfaction of any attempt to collect or all of the Buyer Obligations from any other Company Buyer, and (y) upon breach by Buyer or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount Buyer Parent of any of the Buyer Obligations, proceed against Buyer or Buyer Parent, without joining all Persons liable or potentially liable, for any portion of the Buyer Obligations in one action. (b) Each payment obligation and liability of Seller or Seller Parent pursuant to such Personthis Agreement (including, without limitation, (i) the obligation to make any post-Closing adjustment payments pursuant to Section 1.5(c)), (dii) any Tax proration payment pursuant to Section 6.1, (iii) any indemnification obligations pursuant to Section 8.2), and any liquidated damages payment following the failure by AgentClosing pursuant to Section 10.21(c) (the “Seller Obligations”) are the joint and several obligations of each of Seller and Seller Parent. Each of Seller and Seller Parent will be jointly and severally liable as primary obligor and not merely as surety for all of the Buyer Obligations. No formal change, amendment, modification or waiver of any Purchaser terms or conditions of this Agreement or any other Person to take any steps to perfect Ancillary Agreement, no extension in whole or in part of the time for the performance by Seller of its obligations hereunder or thereunder, and maintain its security interest inno settlement, compromise, release, surrender, modification or impairment of, or exercise or failure to preserve its rights toexercise any claim, right or remedy of any security kind or Collateral nature in connection herewith or therewith, will affect, impair or discharge, in whole or in part, the liability of Seller or Seller Parent for the full, prompt and unconditional performance of the Seller Obligations. Without limiting the generality of the foregoing, (x) Buyer may seek payment of the Seller Obligations directly from Seller Parent without first seeking satisfaction of any or all of the Seller Obligations from Seller, and (y) upon breach by Seller or Seller parent of any of the Seller Obligations, proceed against Seller or Seller Parent, without joining all Persons liable or potentially liable, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Seller Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyone action.

Joint and Several Liability. All Loans, upon funding, shall be deemed to be jointly funded to and received by the Borrowers. Each Company acknowledges that it Borrower is jointly and severally liable under this Agreement for all Obligations, regardless of the manner or amount in which proceeds of Loans are used, allocated, shared or disbursed by or among the Borrowers themselves, or the manner in which an Agent and/or any Lender accounts for such Loans on its books and records. Each Borrower shall be liable for all amounts due to the Administrative Agent and/or any Lender from the Borrowers under this Agreement, regardless of which Borrower actually receives Loans hereunder or the amount of such Loans received or the manner in which such Agent and/or such Lender accounts for such Loans on its books and records. Each Borrower’s Obligations with respect to Loans made to it, and such Borrower’s Obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the other Borrowers hereunder shall be separate and distinct obligations, but all such Obligations shall be primary obligations of such Borrower. The Borrowers acknowledge and expressly agree with the Agents and each Lender that the joint and several liability of each 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 Obligations other Borrowers and is not required or given as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason condition of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company Loans to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchasersuch Borrower. Each Company agrees that if Borrower’s Obligations under this guarantyAgreement shall, or any Liens securing this guaranty, would, but for to the application of this sentencefullest extent permitted by law, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (ai) the release of any other Borrower or the validity or enforceability enforceability, avoidance, or subordination of the Obligations or of any part thereof, other Borrower or of any promissory note or other document evidencing all or any part of the ObligationsObligations of any other Borrower, (bii) the absence of any attempt to collect the Obligations from any other Company Borrower, or any guarantor other security therefor, or the absence of any other action to enforce the same, (ciii) the waiver waiver, consent, extension, forbearance, or consent granting of any indulgence by Agent, an Agent and/or any Purchaser or any other Person Lender with respect to any provision of any agreementinstrument evidencing the Obligations of any other Borrower, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any other Company Borrower and delivered to Agent, an Agent and/or any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lender, (div) the failure by Agent, an Agent and/or any Purchaser or any other Person Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or Collateral collateral for the Obligations, for its benefitObligations of any other Borrower, (ev) an Agent’s or and/or any PurchaserLender’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (fvi) any borrowing or grant of a security interest by any Company other Borrower, as debtor-in-possession, possession under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (gvii) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of an Agent’s or and/or any PurchaserLender’s claim(s) for the repayment of the Obligations of any other Borrower under Section 502 of the Bankruptcy Code, or (hviii) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Company guarantor or of any other Borrower. With respect to any Borrower’s Obligations arising as a guarantor (result of the joint and several liability of the Borrowers hereunder with respect to Loans made to any of the other than payment Borrowers hereunder, such 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 Borrower, any endorser or any guarantor of all or any part of the Obligations). Notwithstanding anything , and any benefit of, and any right to the contrary set forth in this Section 1.4participate in, it is the intent of the parties hereto that the liability incurred by each Company in respect any security or collateral given to an Agent and/or any Lender to secure payment of the Obligations or any other liability of any 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 Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Company (Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Agents shall be under no obligation to marshal any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 assets in favor of any Borrower or against or in payment of any or all of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordingly.

Joint and Several Liability. Each Company acknowledges that it is jointly (i) All loan advances made to or for the benefit of Borrowers by Lender and severally liable for all of the other Obligations of Borrowers, including all interest, fees, costs and as a result hereby unconditionally guaranties the full expenses with respect thereto, shall constitute one joint and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, several direct and at all times thereafter, general obligation of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations)Borrowers. Notwithstanding anything to the contrary set forth contained herein or in this Section 1.4any other Loan Document, each Borrower shall be jointly and severally, with each other Borrower, directly and unconditionally liable to Lender for all Obligations, it is the intent of the parties hereto being understood that the advances to each Borrower inure to the benefit of all Borrowers, and that Lender is relying on the joint and several liability incurred of Borrowers as co-makers in extending the loans under the Loan Agreement. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by each Company acceleration or otherwise) of any principal of, or interest on, any Obligation payable to Lender, it will forthwith pay the same, without notice or demand, unless such payment is then prohibited by application of law (provided such Obligation shall not be extinguished by any such prohibition). (ii) No payment or payments made by any Borrower or any other Person or received or collected by Lender from any Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in respect reduction of or in payment of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only deemed to modify, reduce, release or otherwise affect the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and liability of each Borrower under this Agreement and the Loan Agreement, and each Borrower shall remain liable for all of the other Investment Documents shall automatically be deemed to have been amended accordinglyObligations until all of the Obligations are paid in full.

Joint and Several Liability. Each Company acknowledges that it is jointly and severally The Borrowers shall be liable for all amounts due to the Agent and/or any Lender under this Agreement, regardless of which Borrower actually receives the proceeds of the Term Loan or other extensions of credit hereunder or the amount of such Term Loan received or the manner in which the Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower's Obligations with respect to the Term Loan made to it, and each Borrower's Obligations arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of the Borrowers hereunder, whether at maturity or earlierwith respect to the Term Loan made to the other Borrowers hereunder, by reason of acceleration or otherwiseshall be separate and distinct obligations, and at but all times thereafter, of all such Obligations of every kind and nature shall be primary obligations of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a PurchaserBorrower. Each Company agrees that if this guarantyBorrower's Obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to the Term Loan or other extensions of credit made to the other Borrowers hereunder shall, or any Liens securing this guaranty, would, but for to the application of this sentencefullest extent permitted by law, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (ai) the validity or enforceability enforceability, avoidance or subordination of the Obligations or any part thereof, of the other Borrowers or of any promissory note or other document evidencing all or any part of the ObligationsObligations of the other Borrowers, (bii) the absence of any attempt to collect the Obligations from the other Borrowers, any other Company guarantor, or any guarantor other security therefor, or the absence of any other action to enforce the same, (ciii) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, the Agent and/or any Purchaser or any other Person Lender with respect to any provision of any agreementinstrument evidencing the Obligations of the other Borrowers, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any the other Company Borrowers and delivered to Agent, the Agent and/or any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lender, (div) the failure by Agent, the Agent and/or any Purchaser or any other Person 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, for its benefitObligations of the other Borrowers, (ev) the Agent’s or 's and/or any Purchaser’s Lender's election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (fvi) any borrowing or grant of a security interest by any Company the other Borrowers, as debtordebtors-in-possession, possession under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (gvii) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of the Agent’s or 's and/or any Purchaser’s Lender's claim(s) for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy code, or (hviii) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Company guarantor or of the other Borrowers. With respect to each Borrower's Obligations arising as a guarantor (result of the joint and several liability of the Borrowers hereunder with respect to the Term Loan or other than payment extensions of credit made to any of the other Borrowers hereunder, each Borrower waives, until the non-contingent monetary Obligations shall have been paid in full in immediately available funds and the Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which the Agent and/or any Lender now has or may hereafter have against such Borrower, any endorser or any guarantor of all or any part of the Obligations). Notwithstanding anything , and any benefit of, and any right to participate in, any security or collateral given to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect Agent and/or any Lender to secure payment of the Obligations or any other liability of the other Company (Borrowers to the Agent and/or any Lender. Upon and during the continuance of any Lien granted by each Company Event of Default, the Agent may proceed directly and at once, without notice, against any Borrower to secure such Obligations)collect and recover the full amount, not constitute a fraudulent conveyance under Section 548 or any portion of the United States Bankruptcy Code Obligations, without first proceeding against any other Borrower or a fraudulent conveyance any other Person, or fraudulent transfer against any security or collateral for the Obligations. Each Borrower consents and agrees that the Agent shall be under the provisions no obligation to marshal any assets in favor of such Borrower or against or in payment of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect all of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordingly.

Joint and Several Liability. All Loans, upon funding, shall be deemed to be jointly funded to and received by the Borrowers. Each Company acknowledges that it is Borrower jointly and severally agrees to pay, and shall be jointly and severally liable under this Agreement for, all Obligations, regardless of the manner or amount in which proceeds of Loans are used, allocated, shared, or disbursed by or among the Borrowers themselves, or the manner in which the Administrative Agent and/or any Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower shall be liable for all amounts due to the Administrative Agent and/or any Lender under this Agreement, regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans and extensions of credit received or the manner in which the Administrative Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower’s Obligations with respect to Loans and other extensions of credit made to it, and such Borrower’s Obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Loans made to the other Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of such Borrower. The Borrowers acknowledge and expressly agree with the Administrative Agent and each Lender that the joint and several liability of each 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 Obligations other Borrowers and is not required or given as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason condition of acceleration or otherwise, and at all times thereafter, extensions of all Obligations of every kind and nature of each other Company credit to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchasersuch Borrower. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its Borrower’s obligations under this guaranty Agreement and as an obligor under a Guaranty Agreement shall be unconditionalseparate and distinct obligations. Each Borrower’s obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability enforceability, avoidance, or subordination of the Obligations or of any part thereof, other Borrower or of any promissory note or other document evidencing all or any part of the ObligationsObligations of any other Borrower, (b) the absence of any attempt to collect the Obligations from any other Company Borrower, any Guarantor, or any guarantor other security therefor, or the absence of any other action to enforce the same, (c) the waiver waiver, consent, extension, forbearance, or consent granting of any indulgence by Agent, the Administrative Agent and/or any Purchaser or any other Person Lender with respect to any provision of any agreementinstrument evidencing the Obligations of any other Borrower or Guarantor, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any other Company Borrower or Guarantor and delivered to Agent, the Administrative Agent and/or any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lender, (d) the failure by Agent, the Administrative Agent and/or any Purchaser or any other Person Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or Collateral collateral for the Obligations, for its benefitObligations of any other Borrower or Guarantor, (e) the Administrative Agent’s or and/or any PurchaserLender’s election, in any proceeding instituted under the United States Bankruptcy Code Code, or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (f) any borrowing or grant of a security interest by any Company other Borrower, as debtor-in-possession, possession under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of the Administrative Agent’s or and/or any PurchaserLender’s claim(s) for the repayment of the Obligations of any other Borrower under Section 502 of the Bankruptcy Code, or (h) any other circumstance which circumstances that might otherwise constitute a legal or equitable discharge or defense of a Company Guarantor or of any other Borrower. With respect to any Borrower’s Obligations arising as a guarantor (result of the joint and several liability of the Borrowers hereunder with respect to Loans or other than payment extensions of credit made to any of the other Borrowers hereunder, such 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 that the Administrative Agent and/or any Lender now has or may hereafter have against any other Borrower, any endorser or any Guarantor of all or any part of the Obligations). Notwithstanding anything , and any benefit of, and any right to participate in, any security or collateral given to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect Administrative Agent and/or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Administrative Agent and/or any Lender. Upon any Event of Default, the Administrative Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Company (Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Administrative Agent shall be under no obligation to marshal any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 assets in favor of any Borrower or against or in payment of any or all of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordingly.

Joint and Several Liability. Each Company acknowledges that it is jointly All Loans made to or for the benefit of Borrowers by Lxxxxx and severally liable for all of the other Obligations of Borrowers, including all interest, fees, costs and as a result hereby unconditionally guaranties the full expenses with respect thereto, shall constitute one joint and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, several direct and at all times thereafter, general obligation of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations)Borrowers. Notwithstanding anything to the contrary set forth contained herein or in this Section 1.4any other Loan Document, each Borrower shall be jointly and severally, with each other Borrower, directly and unconditionally liable to Lender for all Obligations, it is the intent of the parties hereto being understood that the Loans to each Borrower inure to the benefit of all Borrowers, and that Lender is relying on the joint and several liability incurred of Borrowers as co-makers in extending the loans under the Loan Agreement. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by each Company acceleration or otherwise) of any principal of, or interest on, any Obligation payable to Lender it will forthwith pay the same, without notice or demand, unless such payment is then prohibited by application of law (provided such Obligation shall not be extinguished by any such prohibition). No payment or payments made by any Borrower or any other Person or received or collected by Lender from any Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in respect reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of each Borrower under this Agreement or any other Loan Document, and each Borrower shall remain liable for all of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect Obligations until all of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyare paid in full.

Joint and Several Liability. (a) Each Company acknowledges of the parties undersigned as a Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of them and in consideration of the undertakings of the other to accept joint and several liability for the Obligations. (b) Each of the parties undersigned as a Borrower, 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, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Person composing a Borrower without preferences or distinction among them. (c) If and to the extent that any of the parties undersigned as a Borrower 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 Person composing a Borrower will make such payment with respect to, or perform, such Obligation. (d) The Obligations of each Person composing a Borrower under the provisions of this Section constitute the absolute and unconditional, full recourse Obligations of each Person composing a Borrower enforceable against each of the parties undersigned as a Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided in this Agreement, each Person composing a Borrower hereby waives notice of acceptance of its joint and several liability, notice of any advances issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Lender under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Person composing a Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Lender at any time or times in respect of any default by any Person composing a Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Person composing a Borrower. Without limiting the generality of the foregoing, each of the parties undersigned as a Borrower assents to any other action or delay in acting or failure to act on the part of Lender with respect to the failure by any Person composing a Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section afford grounds for terminating, discharging or relieving any Person composing a Borrower, in whole or in part, from any of its Obligations under this Section, it being the intention of each Person composing a Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of such Person composing a Borrower under this Section shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Person composing a Borrower under this Section shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Person composing a Borrower or Lender. The joint and several liability of the Persons composing a Borrower hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, constitution or place of formation of any of the Persons composing a Borrower or Lender. (f) Each Person composing a Borrower represents and warrants to Lender and Lenders that it is jointly currently informed of the financial condition of Borrowers and severally liable of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Person composing a Borrower further represents and warrants to Lender that it has read and understands the terms and conditions of the Loan Documents. Each Person composing a Borrower hereby covenants that it will continue to keep informed of Borrowers' financial condition, the financial condition of guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. (g) The provisions of this Section are made for the benefit of Lender and its respective successors and assigns, and may be enforced by it or them from time to time against any or all of the Persons composing a Borrower as often as occasion therefor may arise and without requirement on the part of Lender, successor or assign first to marshal any of its or their claims or to exercise any of its or their rights against any of the other Persona composing a Borrower or to exhaust any remedies available to it or them against any of the other Persons composing a Borrower 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 shall remain in effect until all of the Obligations and as shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy or reorganization of any of the Persons composing a result hereby unconditionally guaranties the full and prompt payment when dueBorrower, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application provisions of this sentenceSection will forthwith be reinstated in effect, be unenforceable under applicable law, this guaranty and each as though such Lien shall be valid and enforceable to payment had not been made. (h) Each of the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company Persons composing a Borrower hereby agrees that it will not enforce any of its obligations rights of contribution or subrogation against the other Persons composing a Borrower with respect to any liability incurred by it hereunder or under this guaranty shall be unconditionalany of the other Loan Documents, irrespective of (a) the validity or enforceability any payments made by it to Lender with respect to any of the Obligations or any part thereof, or of any promissory note or other document evidencing collateral security therefor until such time as all or any part of the Obligations, (b) Obligations have been paid in full in cash. Any claim which any of the absence of any attempt to collect the Obligations from parties undersigned as a Borrower may have against any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person party with respect to any provision payments to Lender hereunder or under any other Loan 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 and, in the event of any agreementinsolvency, instrument bankruptcy, receivership, liquidation, reorganization or document evidencing other similar proceeding under the laws of any jurisdiction relating to any of the parties undersigned as a Borrower, its debts or securing its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any part character, whether in cash, securities or other property, shall be made to any other of the parties undersigned as a Borrower therefor. (i) Each of the Persons composing a Borrower hereby agrees that, after the occurrence and during the continuance of any Default or Event of Default, the payment of any amounts due with respect to the indebtedness owing by any of the parties undersigned as a Borrower to any other party undersigned as a Borrower is hereby subordinated to the prior payment in full in cash of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent Each of the parties hereto undersigned as a Borrower hereby agrees that after the liability incurred by each Company occurrence and during the continuance of any Default or Event of Default, it will not demand, sxx for or otherwise attempt to collect any indebtedness of any other of the parties undersigned as a Borrower owing to it until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, it shall collect, enforce or receive any amounts in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyanceindebtedness, such liability (and such Liens) amounts shall be valid collected, enforced and enforceable only received by it as trustee for Lender, and it shall deliver any such amounts to Lender for application to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyObligations.

Joint and Several Liability. (a) Each Company Borrower states and acknowledges that: (i) pursuant to this Agreement the Borrowers desire to utilize their borrowing potential on a Consolidated basis to the same extent possible as if they were merged into a single corporate entity and that it is this Agreement reflects the establishment of credit facilities which would not otherwise be available to such Borrower if each Borrower were not jointly and severally liable for all payment of the Obligations; (ii) it has determined that it will benefit specifically and materially from the advances of credit contemplated by this Agreement; (iii) it is both a condition precedent to the obligations of each Lender hereunder and a desire of the Borrowers that each Borrower execute and deliver to each Lender this Agreement; and (iv) the Borrowers have requested and bargained for the structure and terms of and security for the advances contemplated by this Agreement. (b) Each Borrower shall be liable for all amounts due to the Administrative Agent and/or any Lender from any Borrower under this Agreement, regardless of which Borrower actually receives Loans, the benefit of any Letter of Credit Issuance or other extensions of credit hereunder (all such extensions of credit being, collectively, “Extensions of Credit”) or the amount of such Extensions of Credit received by any Borrower or the manner in which the Administrative Agent and/or such Lender accounts for such Extensions of Credit on its books and records (without limiting the foregoing, each Borrower shall be liable for Extensions of Credit made to each other Borrower). Each Borrower’s Obligation with respect to Extensions of Credit made to it, and each Borrower’s Obligations and arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of such Borrower hereunder, whether at maturity or earlierwith respect to Extensions of Credit made to another Borrower hereunder, by reason of acceleration or otherwise, shall be separate and at all times thereafter, of all Obligations of every kind and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, woulddistinct obligations, but for all such Obligations shall be primary obligations of such Borrower. (c) Each Borrower’s Obligations arising as a result of the application joint and several liability of this sentencesuch Borrower hereunder with respect to Extensions of Credit made to another Borrower hereunder shall, to the fullest extent permitted by law, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (ai) the validity or enforceability enforceability, avoidance or subordination of the Obligations or if any part thereof, other Borrower or of any promissory note or other document evidencing all or any part of the ObligationsObligations of any other Borrower, (bii) the absence of any attempt to collect the Obligations from any other Company Borrower, any other guarantor, or any guarantor other security therefor, or the absence of any other action to enforce the same, (ciii) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, the Administrative Agent and/or any Purchaser or any other Person Lender with respect to any provision provisions of any agreementinstrument evidencing the Obligations of any other Borrower, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any other Company Borrower and delivered to Agent, the Administrative Agent and/or any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lender, (div) the failure by Agent, the Administrative Agent and/or any Purchaser or any other Person Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or Collateral collateral for the Obligations, for its benefitObligations of any other Borrower, (ev) the Administrative Agent’s or and/or any PurchaserLender’s election, in any proceeding proceedings instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (fvi) any borrowing or grant of a security interest by any Company other Borrower, as debtor-in-possession, possession under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (gvii) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of the Administrative Agent’s or and/or any PurchaserLender’s claim(s) for the repayment of the Obligations of any other Borrower under Section 502 of the Bankruptcy Code, or (hviii) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Company guarantor or a guarantor of any other Borrower (other than the indefeasible payment in full of the Obligations). Notwithstanding anything With respect to each Borrower’s Obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Extensions of Credit made to any Borrower hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right to subrogation or any remedy which the Administrative Agent and/or any Lender now has or may hereafter have against any other 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 the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect Administrative Agent and/or any Lender to secure payment of the Obligations of the or any other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions liability of any applicable law of other Borrower to the Administrative Agent and/or any state Lender. (d) Each Borrower agrees if such Borrower’s joint and several liability hereunder, or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by securing such Company to secure such Obligations) joint and several liability, would, but for the application of this sentence, constitute a Fraudulent Conveyancebe unenforceable under applicable law, such joint and several liability (and each such Liens) Lien shall be valid and enforceable only to the maximum extent that would not cause the same such joint and several liability or such Lien to constitute a Fraudulent Conveyancebe unenforceable under applicable law, and this Agreement such joint and the other Investment Documents several liability and such Lien shall automatically be deemed to have been automatically amended accordinglyaccordingly at all relevant times. (e) Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and at once, without notice, against a Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Administrative Agent shall be under no obligation to marshal any assets in favor of such Borrower or against or in payment of any or all of the Obligations. (f) The Borrowers are obligated to repay the Obligations as joint and several obligors under this Agreement. To the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Extensions of Credit made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “Allocable Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (i) rendering such Borrower “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (ii) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (iii) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification and reimbursement under this Section shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 10.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Joint and Several Liability. Each Company acknowledges Borrower hereby agrees that it such Borrower is jointly and severally liable for all of for, and hereby absolutely and unconditionally guarantees to the Obligations Agent and as a result hereby unconditionally guaranties Lenders and their respective successors and assigns, the full and prompt payment when due, (whether at maturity or earlierstated maturity, by reason of acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to the Agent and at all times thereafterLenders by each other Borrower. Although it is the express agreement and intent of Agent, Lenders and Borrowers that each Borrower is and shall be a primary obligor with respect to the obligations set forth herein and not a guarantor, indemnitor, surety or otherwise only secondarily liable for such obligations, in the event and to the extent that the obligations of such Borrower undertaken herein might in the future be construed to consist, in whole or in part, of all Obligations the guaranty of every kind obligations of the other Borrower, each Borrower consents and nature of each other Company to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for such guaranty obligation (as the application of this sentence, same may be unenforceable under applicable law, this guaranty construed) is and each such Lien shall be valid a continuing guaranty of payment and enforceable to the maximum extent that would performance and not cause this guaranty or such Lien to be unenforceable under applicable lawof collection, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty Section 9.15 shall not be unconditionaldischarged until payment and performance, irrespective of (a) the validity or enforceability in full, of the Obligations has occurred, and that its obligations under this Section 9.15 shall be absolute, unconditional and irrevocable, irrespective of, and unaffected by, (i) the genuineness, validity, regularity, enforceability or any part thereoffuture amendment of, or of change in, any promissory note or other document evidencing all Obligation or any part of the ObligationsLoan Document, agreement, document or instrument to which any Borrower is or may become a party; (bii) the absence of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) any Obligation or Loan Document or the waiver or consent by Agent, any Purchaser the Agent or any other Person Lender with respect to any provision of the provisions governing any Obligation or Loan Document; (iii) the insolvency of any agreementBorrower, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser Guarantor or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), Obligor; and (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (hiv) any other circumstance which action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a Company surety or a guarantor (other than payment guarantor. Each Borrower shall be regarded, and shall be in full of the Obligations). Notwithstanding anything same position, as principal debtor with respect to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglyguaranteed hereunder.

Joint and Several Liability. (a) Each Company acknowledges that it is Borrower accepts joint and several liability hereunder in consideration of the financial accommodation to be provided by the Administrative Agent and the Lenders under this Credit Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of each Borrower to accept joint and several liability for the obligations of each Borrower. (b) Each Borrower shall be jointly and severally liable for all Obligations (whether or not borrowed by a Borrower), regardless of which Borrower actually receives Credit Extensions hereunder or the Obligations 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 Borrower’s obligations with respect to Credit Extensions made to it, and each Borrower’s obligations arising as a result hereby unconditionally guaranties of the full joint and prompt payment when dueseveral liability of such Borrower hereunder, whether at maturity or earlierwith respect to Credit Extensions made to and other Obligations owing by the other Borrowers hereunder, by reason of acceleration or otherwiseshall be separate and distinct obligations, and at but all times thereafter, of all Obligations of every kind and nature such obligations shall be primary obligations of each Borrower. (c) Each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Credit Extensions made to and other Company Obligations owing by the other Borrowers hereunder shall, to Agent, Purchasers and their Affiliates, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired the fullest extent permitted by Agent, any Purchaser or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentencelaw, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that its obligations under this guaranty shall be unconditional, unconditional irrespective of (ai) the validity or enforceability enforceability, avoidance or subordination of the Obligations or obligations of any part thereof, other Borrower or of any promissory note or other document evidencing all or any part of the Obligationsobligations of any other Borrower, (bii) the absence of any attempt to collect the Obligations from any other Company Borrower, any other guarantor, or any guarantor other security therefor, or the absence of any other action to enforce the same, (ciii) the waiver waiver, consent, extension, forbearance or consent granting of any indulgence by Agent, any Purchaser the Administrative Agent or any other Person Lender with respect to any provision of any agreementinstrument evidencing the obligations of any other Borrower, instrument or document evidencing or securing all or any part of the Obligationsthereof, or any other agreement, instrument or document agreement now or hereafter executed by any other Company Borrower and delivered to Agent, any Purchaser the Administrative Agent or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person)Lender, (div) the failure by Agent, any Purchaser the Administrative Agent or any other Person Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or Collateral collateral for the Obligations, for its benefitobligations of any other Borrower, (ev) the Administrative Agent’s or any PurchaserLender’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (fvi) any borrowing or grant of a security interest by any Company other Borrower, as debtor-in-possession, Debtor In Possession under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislationCode, (gvii) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, disallowance of all or any portion of the Administrative Agent’s or any PurchaserLender’s claim(s) for the repayment of the Obligations obligations of any other Borrower under Section 502 of the Bankruptcy Code, or (hviii) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Company guarantor or of any other Borrower. With respect to each Borrower’s obligations arising as a guarantor (result of the joint and several liability of such Borrower hereunder with respect to Credit Extensions made to the other than payment Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full of (excluding contingent indemnification obligations that shall survive the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by such Company to secure such Obligations) would, but for the application termination of this sentence, constitute a Fraudulent Conveyance, such liability (and such LiensCredit Agreement) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Credit Agreement and the other Investment Loan Documents shall automatically be deemed to have been amended accordinglyterminated, 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 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 the Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Administrative Agent or any Lender. (d) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations.

Joint and Several Liability. (a) Each Company acknowledges that it of the Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. (b) Each of the Borrowers jointly and severally liable for hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all Obligations, it being the intention of the parties hereto that all such Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them. (c) If and to the extent that either of the Borrowers shall fail to make any payment with respect to any of the Obligations as and as a result hereby unconditionally guaranties when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. (d) The obligations of each Borrower under the provisions of this Section 11.18 constitute full recourse obligations of the Borrowers, enforceable against the Borrowers to the full extent of their properties and prompt assets, irrespective of the validity, regularity or enforceability of this Credit Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loan made under this Credit Agreement, notice of occurrence of any Event of Default, or of any demand for any payment when dueunder this Credit Agreement, whether notice of any action at maturity any time taken or earlieromitted by any Lender under or in respect of any of the Obligations, by reason any requirement of acceleration or otherwisediligence and, generally, all demands, notices and at all times thereafter, of all Obligations other formalities of every kind in connection with this Credit Agreement. Each Borrower hereby assents to, and nature waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by either Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Credit Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of either Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other Company action or delay in acting or failure to Agentact on the part of any Lender, Purchasers and their Affiliatesincluding, howsoever createdwithout limitation, arising any failure strictly or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due diligently to assert any right or to become due, and howsoever owned, held pursue any remedy or acquired by Agent, any Purchaser to comply fully with the applicable laws or any Affiliate of a Purchaser. Each Company agrees that if this guaranty, or any Liens securing this guaranty, wouldregulations thereunder which might, but for the application provisions of this sentenceSection 11.18, be unenforceable under applicable lawafford grounds for terminating, this guaranty and each discharging or relieving such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty Borrower, in whole or such Lien to be unenforceable under applicable lawin part, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Company hereby agrees that from any of its obligations under this guaranty shall be unconditionalSection 11.18, irrespective it being the intention of (a) the validity or enforceability each Borrower that, so long as any of the Obligations remain unsatisfied, the obligations of such Borrower under this Section 11.18 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 11.18 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of either Borrower or any Lender. (f) The provisions of this Section 11.18 are made for the benefit of the Lenders and their respective successors and assigns, and may be enforced by any such Person from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against either of the other Borrowers or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this Section 11.18 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, or made in respect of any promissory note or other document evidencing all or any part of the Obligations, (b) is rescinded or must otherwise be restored or returned by any Lender upon the absence insolvency, bankruptcy or reorganization of any attempt to collect the Obligations from any other Company or any guarantor or other action to enforce the same, (c) the waiver or consent by Agent, any Purchaser or any other Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part either of the ObligationsBorrowers, or any other agreementotherwise, instrument or document now or hereafter executed by any other Company and delivered to Agent, any Purchaser or any other Person (other than a waiver, forgiveness or consent by Agent, a Purchaser or other Person, as applicable, that reduces the amount of any of the Obligations to such Person), (d) the failure by Agent, any Purchaser or any other Person 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, for its benefit, (e) Agent’s or any Purchaser’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Company as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Company or a guarantor (other than payment in full of the Obligations). Notwithstanding anything to the contrary set forth in this Section 1.4, it is the intent of the parties hereto that the liability incurred by each Company in respect of the Obligations of the other Company (and any Lien granted by each Company to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequentlythis Section 11.18 will forthwith be reinstated in effect, each Company, Agent and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Company in respect of the Obligations of the other Company (or any Liens granted by as though such Company to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would payment had not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Investment Documents shall automatically be deemed to have been amended accordinglymade.