Common use of Joint and Several Obligations; Suretyship Waivers and Consents Clause in Contracts

Joint and Several Obligations; Suretyship Waivers and Consents. (a) Each covenant, agreement, obligation, representation and warranty of the Customers contained herein constitutes the joint and several undertaking of each Customer. (b) Each Customer acknowledges that the Obligations of such Customer undertaken herein might be construed to consist, at least in part, of the guaranty of Obligations of the other Customer and, in full recognition of that fact, each Customer consents and agrees that the Metal Lender may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation or revocation of this Agreement by any Customer, and without affecting the enforceability or continuing effectiveness hereof as to such Customer: (i) with the written consent of the other Customers, supplement, restate, modify, amend, increase, decrease, extend, renew or otherwise change the time for payment or the terms of this Agreement or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or consent with respect to, this Agreement or any part thereof, or any of the Security Documents, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept partial payments; (iv) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Metal Lender in its sole and absolute discretion may determine; (v) release any Person from any personal liability with respect to this Agreement or any part thereof; (vi) settle, release on terms satisfactory to the Metal Lender or by operation of applicable law or otherwise liquidate or enforce any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; or (vii) consent to the merger, change or any other restructuring or termination of the corporate or partnership existence of any Customer or any other Person, and correspondingly restructure the Obligations evidenced hereby, and any such merger, change, restructuring or termination shall not affect the liability of any Customer or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations evidenced hereby. (c) The Metal Lender may enforce this Agreement independently as to each Customer and independently of any other remedy or security the Metal Lender at any time may have or hold in connection with the Obligations evidenced hereby, and it shall not be necessary for the Metal Lender to marshal assets in favor of any Customer or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Customer expressly waives any right to require the Metal Lender to marshal assets in favor of any Customer or any other Person or to proceed against any other Customer or any Collateral provided by any Person, and agrees that the Metal Lender may proceed against Customers or any Collateral in such order as it shall determine in its sole and absolute discretion. (d) The Metal Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Customers’ Obligations to the Metal Lender which thereafter shall be required to be restored or returned by the Metal Lender, all as though such amount had not been paid. (e) To the maximum extent permitted by applicable law, and to the extent that the Obligations of a Customer are deemed to be a guaranty of the Obligations of another Customer, each Customer expressly waives any and all suretyship defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of the other Customers with respect to the Obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the Obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of the other Customers (other than by reason of the full payment and performance of all Obligations), (iv) any failure of the Metal Lender to comply with applicable law in connection with the sale or other disposition of any Collateral or other security for any Obligation, (v) any act or omission of the Metal Lender or others that directly or indirectly results in or aids the discharge or release of any Customer or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any Lien in favor of the Metal Lender for any reason, or (vii) any action taken by the Metal Lender that is authorized by this Section or any other provision hereof or of any Security Document. Until such time, if any, as all of the Obligations have been paid and performed in full and no portion of any Commitments of the Metal Lender to Customers under any agreement remains in effect, no Customer shall have any right of subrogation, contribution, reimbursement or indemnity from any other Customer, and each Customer (only in its capacity as a guarantor or surety) expressly waives any right to enforce any remedy that the Metal Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any Collateral now or hereafter held by the Metal Lender.

Joint and Several Obligations; Suretyship Waivers and Consents. (a) Each covenant, agreement, obligation, representation and warranty of the Customers Customer contained herein constitutes the joint and several undertaking of each CustomerCustomer Party. (b) Each Customer Party executing this Agreement as Customer acknowledges that the Obligations of such Customer Person undertaken herein might be construed to consist, at least in part, of the guaranty of Obligations of the other Customer Parties and, in full recognition of that fact, each Customer Party consents and agrees that the Metal Lender Consignor may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation or revocation of this Agreement by any CustomerCustomer Party, and without affecting the enforceability or continuing effectiveness hereof as to such CustomerCustomer Party: (i) with the written consent of the other CustomersCustomer Parties, supplement, restate, modify, amend, increase, decrease, extend, renew or otherwise change the time for payment or the terms of this Agreement or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or consent with respect to, this Agreement or any part thereof, or any of the Security DocumentsIntercreditor Agreement, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept partial payments; (iv) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Metal Lender Consignor in its sole and absolute discretion may determine; (v) release any Person from any personal liability with respect to this Agreement or any part thereof; (vi) settle, release on terms satisfactory to the Metal Lender Consignor or by operation of applicable law or otherwise liquidate or enforce any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; or (vii) consent to the merger, change or any other restructuring or termination of the corporate or partnership existence of any Customer Party or any other Person, and correspondingly restructure the Obligations evidenced hereby, and any such merger, change, restructuring or termination shall not affect the liability of any Customer Party or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations evidenced hereby. (c) The Metal Lender Consignor may enforce this Agreement independently as to each Customer and independently of any other remedy or security the Metal Lender Consignor at any time may have or hold in connection with the Obligations evidenced hereby, and it shall not be necessary for the Metal Lender Consignor to marshal assets in favor of any Customer Party or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Customer Party expressly waives any right to require the Metal Lender Consignor to marshal assets in favor of any Customer Party or any other Person or to proceed against any other Customer Party or any Collateral provided by any Person, and agrees that the Metal Lender Consignor may proceed against Customers Customer or any Collateral in such order as it shall determine in its sole and absolute discretion. (d) The Metal LenderNotwithstanding any provision contained in this Agreement or any other Metals Document to the contrary, it is the intention and agreement of each Customer Party and Consignor that the obligations of each Customer Party under this Agreement and each other Metals Document to which it is a party shall be valid and enforceable against such Customer to the maximum extent permitted by applicable law. Accordingly, if any provision of this Agreement or any other Metals Document creating any obligation of a Customer Party in favor of Consignor shall be declared to be invalid or unenforceable in any respect or to any extent, it is the stated intention and agreement of each Customer Party and Consignor that any balance of the obligation created by such provision and all other obligations of such Customer Party to Consignor created by other provisions of this Agreement and Metals Documents shall remain valid and enforceable. Likewise, if any sums which Consignor may be otherwise entitled to collect from a Customer Party under this Agreement or other Metals Document shall be declared to be in excess of those permitted under any law (including any federal or state fraudulent conveyance or like statute or rule of law) applicable to such Customer Party’s obligations under this Agreement or other Metals Document, it is the stated intention and agreement of such Customer Party and Consignor that all sums not in excess of those permitted under such applicable law shall remain fully collectible by Consignor from such Customer Party, and such excess sums shall nevertheless survive as a subordinate obligation of such Customer Party, junior in right to the claims of general unsecured creditors. This provision shall control every other provision of the Metals Documents, (e) Consignor’s rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Customers’ Customer’s Obligations to the Metal Lender Consignor which thereafter shall be required to be restored or returned by the Metal LenderConsignor, all as though such amount had not been paid. (ef) To the maximum extent permitted by applicable law, and to the extent that the Obligations of a Customer Party are deemed to be a guaranty of the Obligations of another CustomerCustomer Party, each Customer Party expressly waives any and all suretyship defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of the other Customers Customer Parties with respect to the Obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the Obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of the other Customers Customer Parties (other than by reason of the full payment and performance of all Obligations), (iv) any failure of the Metal Lender Consignor to comply with applicable law in connection with the sale or other disposition of any Collateral or other security for any Obligation, (v) any act or omission of the Metal Lender Consignor or others that directly or indirectly results in or aids the discharge or release of any Customer Party or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any Lien in favor of the Metal Lender Consignor for any reason, or (vii) any action taken by the Metal Lender Consignor that is authorized by this Section or any other provision hereof or of any Security Documentthe Intercreditor Agreement. Until such time, if any, as all of the Obligations have been paid and performed in full and no portion of any Commitments commitments of the Metal Lender Consignor to Customers Customer under any agreement remains in effect, no Customer Parry shall have any right of subrogation, contribution, reimbursement or indemnity from any other Customer, and each Customer Party (only in its capacity as a guarantor or surety) expressly waives any right to enforce any remedy that the Metal Lender Consignor now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any Collateral now or hereafter held by the Metal LenderConsignor.

Joint and Several Obligations; Suretyship Waivers and Consents. (a) Each covenant, agreement, obligation, indemnity, representation and warranty of the Customers contained herein constitutes the joint and several undertaking of each Customer. (b) Each Customer acknowledges that the Obligations of such Customer undertaken herein might be construed to consist, at least in part, of the guaranty of Obligations of the other Customer and, in full recognition of that fact, each Customer consents and agrees that the Metal Lender Lenders may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation or revocation of this Agreement by any Customer, and without affecting the enforceability or continuing effectiveness hereof as to such Customer: (i) with the written consent of the other Customers, supplement, restate, modify, amend, increase, decrease, extend, renew or otherwise change the time for payment or the terms of this Agreement or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or consent with respect to, this Agreement or any part thereof, or any of the Security Documents, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept partial payments; (iv) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Metal Lender Lenders in its their sole and absolute discretion may determine; (v) release any Person from any personal liability with respect to this Agreement or any part thereof; (vi) settle, release on terms satisfactory to the Metal Lender Lenders or by operation of applicable law or otherwise liquidate or enforce any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; or (vii) consent to the merger, change or any other restructuring or termination of the corporate or partnership existence of any Customer or any other Person, and correspondingly restructure the Obligations evidenced hereby, and any such merger, change, restructuring or termination shall not affect the liability of any Customer or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations evidenced hereby. (c) The Metal Lender Lenders may enforce this Agreement independently as to each Customer and independently of any other remedy or security the Metal Lender Lenders at any time may have or hold in connection with the Obligations evidenced hereby, and it shall not be necessary for the Metal Lender Lenders to marshal assets in favor of any Customer or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Customer expressly waives any right to require the Metal Lender Lenders to marshal assets in favor of any Customer or any other Person or to proceed against any other Customer or any Collateral provided by any Person, and agrees that the Metal Lender Lenders may proceed against Customers or any Collateral in such order as it shall determine in its sole and absolute discretion. (d) The Metal Lender’s Lenders’ rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Customers’ Obligations to the Metal Lender Lenders which thereafter shall be required to be restored or returned by the a Metal Lender, all as though such amount had not been paid. (e) To the maximum extent permitted by applicable law, and to the extent that the Obligations of a Customer are deemed to be a guaranty of the Obligations of another Customer, each Customer expressly waives any and all suretyship defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of the other Customers with respect to the Obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the Obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of the other Customers (other than by reason of the full payment and performance of all Obligations), (iv) any failure of the Metal Lender Lenders to comply with applicable law in connection with the sale or other disposition of any Collateral or other security for any Obligation, (v) any act or omission of the Metal Lender Lenders or others that directly or indirectly results in or aids the discharge or release of any Customer or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any Lien in favor of the Metal Lender Lenders for any reason, or (vii) any action taken by the Metal Lender Lenders that is authorized by this Section or any other provision hereof or of any Security Document. Until such time, if any, as all of the Obligations have been paid and performed in full and no portion of any Commitments commitments of the Metal Lender Lenders to consign Metal to the Customers under any agreement remains in effect, no Customer shall have any right of subrogation, contribution, reimbursement or indemnity from any other Customer, and each Customer (only in its capacity as a guarantor or surety) expressly waives any right to enforce any remedy that the Metal Lender Lenders now has have or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any Collateral now or hereafter held by the Metal LenderLenders.

Joint and Several Obligations; Suretyship Waivers and Consents. (a) Each covenant, agreement, obligation, representation and warranty of the Customers Companies contained herein in this Agreement constitutes the joint and several undertaking of each CustomerCompany. (b) Each Customer Company acknowledges that the Obligations of such Customer Company undertaken herein might be construed to consist, at least in part, of the guaranty of Obligations of the other Customer Company and, in full recognition of that fact, each Customer Company consents and agrees that the Metal Lender HSBC may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation or revocation of this Agreement by any CustomerCompany, and without affecting the enforceability or continuing effectiveness hereof as to such CustomerCompany: (i) with the written consent of the other CustomersCompany, supplement, restate, modify, amend, increase, decrease, extend, renew or otherwise change the time for payment or the terms of this Agreement or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or consent with respect to, this Agreement or any part thereof, or any of the Security Documents, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept partial payments; (iv) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Metal Lender HSBC in its sole and absolute discretion may determine; (v) release any Person from any personal liability with respect to this Agreement or any part thereof; (vi) settle, release on terms satisfactory to the Metal Lender HSBC or by operation of applicable law or otherwise liquidate or enforce any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; or (vii) consent to the merger, change or any other restructuring or termination of the corporate corporate, limited liability company or partnership existence of any Customer or any other PersonCompany, and correspondingly restructure the Obligations evidenced hereby, and any such merger, change, restructuring or termination shall not affect the liability of any Customer Company or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations evidenced hereby. (c) The Metal Lender HSBC may enforce this Agreement independently as to each Customer Company and independently of any other remedy or security the Metal Lender HSBC at any time may have or hold in connection with the Obligations evidenced hereby, and it shall not be necessary for the Metal Lender HSBC to marshal assets in favor of any Customer or any other Person Company or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Customer Company expressly waives any right to require the Metal Lender HSBC to marshal assets in favor of any Customer or any other Person Company or to proceed against any other Customer Company or any Collateral collateral provided by any Person, and agrees that the Metal Lender HSBC may proceed against Customers Companies or any Collateral collateral in such order as it shall determine in its sole and absolute discretion. (d) The Metal Lender’s HSBC's rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Customers’ Companies Obligations to the Metal Lender HSBC which thereafter shall be required to be restored or returned by the Metal LenderHSBC, all as though such amount had not been paid. (e) To the maximum extent permitted by applicable law, and to the extent that the Obligations of a Customer Company are deemed to be a guaranty of the Obligations of another CustomerCompany, each Customer Company expressly waives any and all suretyship defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of the other Customers Company with respect to the Obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the Obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of the other Customers Company (other than by reason of the full payment and performance of all Obligations), (iv) any failure of the Metal Lender HSBC to comply with applicable law in connection with the sale or other disposition of any Collateral collateral or other security for any Obligation, (v) any act or omission of the Metal Lender HSBC or others that directly or indirectly results in or aids the discharge or release of any Customer Company or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any Lien lien in favor of the Metal Lender HSBC for any reason, or (vii) any action taken by the Metal Lender HSBC that is authorized by this Section Paragraph or any other provision hereof or of any Security Documenthereof. Until such time, if any, as all of the Obligations have been paid and performed in full and no portion of any Commitments of the Metal Lender to Customers under any agreement remains in effectfull, no Customer Company shall have any right of subrogation, contribution, reimbursement or indemnity from any other CustomerCompany, and each Customer Company (only in its capacity as a guarantor or surety) expressly waives any right to enforce any remedy that the Metal Lender HSBC now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any Collateral collateral now or hereafter held by the Metal LenderHSBC.

Joint and Several Obligations; Suretyship Waivers and Consents. (a) Each covenant, agreement, obligation, representation and warranty of the Customers Companies contained herein in this Agreement constitutes the joint and several undertaking of each CustomerCompany. (b) Each Customer Company acknowledges that the Obligations of such Customer Company undertaken herein might be construed to consist, at least in part, of the guaranty of Obligations of the other Customer Company and, in full recognition of that fact, each Customer Company consents and agrees that the Metal Lender HSBC may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation or revocation of this Agreement by any CustomerCompany, and without affecting the enforceability or continuing effectiveness hereof as to such CustomerCompany: (i) with the written consent of the other CustomersCompany, supplement, restate, modify, amend, increase, decrease, extend, renew or otherwise change the time for payment or the terms of this Agreement or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or consent with respect to, this Agreement or any part thereof, or any of the Security Documents, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept partial payments; (iv) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Metal Lender HSBC in its sole and absolute discretion may determine; (v) release any Person from any personal liability with respect to this Agreement or any part thereof; (vi) settle, release on terms satisfactory to the Metal Lender HSBC or by operation of applicable law or otherwise liquidate or enforce any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; or (vii) consent to the merger, change or any other restructuring or termination of the corporate corporate, limited liability company or partnership existence of any Customer or any other PersonCompany, and correspondingly restructure the Obligations evidenced hereby, and any such merger, change, restructuring or termination shall not affect the liability of any Customer Company or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations evidenced hereby. (c) The Metal Lender HSBC may enforce this Agreement independently as to each Customer Company and independently of any other remedy or security the Metal Lender HSBC at any time may have or hold in connection with the Obligations evidenced hereby, and it shall not be necessary for the Metal Lender HSBC to marshal assets in favor of any Customer or any other Person Company or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Customer Company expressly waives any right to require the Metal Lender HSBC to marshal assets in favor of any Customer or any other Person Company or to proceed against any other Customer Company or any Collateral collateral provided by any Person, and agrees that the Metal Lender HSBC may proceed against Customers Companies or any Collateral collateral in such order as it shall determine in its sole and absolute discretion. (d) The Metal LenderHSBC’s rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Customers’ Companies Obligations to the Metal Lender HSBC which thereafter shall be required to be restored or returned by the Metal LenderHSBC, all as though such amount had not been paid. (e) To the maximum extent permitted by applicable law, and to the extent that the Obligations of a Customer Company are deemed to be a guaranty of the Obligations of another CustomerCompany, each Customer Company expressly waives any and all suretyship defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of the other Customers Company with respect to the Obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the Obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of the other Customers Company (other than by reason of the full payment and performance of all Obligations), (iv) any failure of the Metal Lender HSBC to comply with applicable law in connection with the sale or other disposition of any Collateral collateral or other security for any Obligation, (v) any act or omission of the Metal Lender HSBC or others that directly or indirectly results in or aids the discharge or release of any Customer Company or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any Lien lien in favor of the Metal Lender HSBC for any reason, or (vii) any action taken by the Metal Lender HSBC that is authorized by this Section Paragraph or any other provision hereof or of any Security Document. Until such time, if any, as all of the Obligations have been paid and performed in full and no portion of any Commitments of the Metal Lender to Customers under any agreement remains in effectfull, no Customer Company shall have any right of subrogation, contribution, reimbursement or indemnity from any other CustomerCompany, and each Customer Company (only in its capacity as a guarantor or surety) expressly waives any right to enforce any remedy that the Metal Lender HSBC now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any Collateral collateral now or hereafter held by the Metal LenderHSBC.

Joint and Several Obligations; Suretyship Waivers and Consents. (a) Each covenantWithout limiting any other provision of this Agreement, agreementeach Customer shall be jointly and severally liable for any and all covenants, obligationagreements, representation and warranty Obligations (including, for purposes of the Customers contained herein constitutes the joint and several undertaking of each Customer.-52- (b) Each Customer acknowledges that unconditionally guarantees to the Metal Lender, jointly with the other Customers and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations of such Customer undertaken herein might be construed to consist, at least in part, for the ratable benefit of the guaranty of Obligations of the other Customer and, in full recognition of that fact, each Metal Lender. Each Customer consents and agrees that the Metal Lender may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation or revocation of this Agreement by any Customer, and without affecting the enforceability or continuing effectiveness hereof as to such Customer: (i) with the written consent of the other Customers, supplement, restate, modify, amend, increase, decrease, extend, renew or otherwise change the time for payment or the terms of this Agreement or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or consent with respect to, this Agreement or any part thereof, or any of the Security Documents, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept partial payments; (iv) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Metal Lender in its sole and absolute discretion may determine; (v) release any Person from any personal liability with respect to this Agreement or any part thereof; (vi) settle, release on terms satisfactory to the Metal Lender or by operation of applicable law or otherwise liquidate or enforce any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; or (vii) consent to the merger, change or any other restructuring or termination of the corporate or partnership existence of any Customer or any other Person, and correspondingly restructure the Obligations evidenced hereby, and any such merger, change, restructuring or termination shall not affect the liability of any Customer or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations evidenced hereby. (c) The Metal Lender may enforce this Agreement independently as to each Customer and independently of any other remedy or security the Metal Lender at any time may have or hold in connection with the Obligations evidenced hereby, and it shall not be necessary for the Metal Lender to marshal assets in favor of any Customer or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Customer expressly waives any right to require the Metal Lender to marshal assets in favor of any Customer or any other Person or to proceed against any other Customer or any Collateral provided by any Person, and agrees that the Metal Lender may proceed against Customers or any Collateral in such order as it shall determine in its sole and absolute discretion. (d) Each Customer further agrees that its guaranty hereunder constitutes a guaranty of payment when due and not of collection, and waives any right to require that any resort be had by the Metal Lender to any security held for the payment of the Obligations or to any balance of any deposit account or credit on the books of the Metal Lender in favor of the Customer or any other person. (e) The Metal Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Customers’ Obligations to the Metal Lender which thereafter shall be required to be restored or returned by the Metal Lender, all as though such amount had not been paid. (ef) To the maximum extent permitted by applicable law, and to the extent that the Obligations of a Customer are deemed to be a guaranty of the Obligations of another Customer, each Customer expressly waives any and all suretyship defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of the other Customers with respect to the Obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the Obligations evidenced hereby or the lack -53- (g) In furtherance of perfection or continuing perfection or failure of priority the foregoing and not in limitation of any security for the Obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of the other Customers (other than by reason of the full payment and performance of all Obligations), (iv) any failure of right that the Metal Lender to comply with applicable has at law or in connection with equity against any Customer by virtue hereof, upon the sale or other disposition failure of any Collateral Customer to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or other security for otherwise (but, in each case, subject to any Obligationgrace period provided in this Agreement), (v) any act each Customer hereby promises to and will forthwith pay, or omission of cause to be paid, to the Metal Lender or others that directly or indirectly results in or aids the discharge or release such unpaid Obligation. Upon payment by any Customer of any Customer or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any Lien in favor of sums to the Metal Lender for any reasonas provided above, or (vii) any action taken all rights of such Customer against the owing Customer arising as a result thereof by the Metal Lender that is authorized by this Section or any other provision hereof or way of any Security Document. Until such time, if any, as all of the Obligations have been paid and performed in full and no portion of any Commitments of the Metal Lender to Customers under any agreement remains in effect, no Customer shall have any right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be fully subordinated to the indefeasible payment in full in cash of the Obligations (except for contingent indemnities and cost and expense reimbursement obligations to the extent no claim has been made). (h) In the event that in any action or indemnity from proceeding involving any state or foreign corporate law, or any state, Federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, the obligations of any Customer under this Agreement shall be held or determined to be void, avoidable, invalid or unenforceable (including, without limitation, because of any applicable state or Federal law relating to fraudulent conveyances or transfers), then, notwithstanding any other provision of this Agreement to the contrary, the amount of such liability of a Customer shall, without any further action by any Customer, Collateral Agent or the Metal Lender, be automatically limited and -54- reduced to the highest amount that is valid and enforceable (such highest amount determined hereunder being the relevant Customer’s “Maximum Liability”). This Section with respect to the Maximum Liability of each Customer (only in its capacity as a guarantor or surety) expressly waives any right is intended solely to enforce any remedy that preserve the rights of Collateral Agent and the Metal Lender now has or hereafter may have against to the maximum extent not subject to avoidance under applicable law, and no party to this Agreement nor any other Person and waives the benefit of, person or entity shall have any right or claim under this Section with respect to participate insuch Maximum Liability, except to the extent necessary so that the obligations of any Collateral now Customer hereunder shall not be rendered void, voidable, invalid or hereafter held by the Metal Lender.unenforceable under applicable law. -55-

Joint and Several Obligations; Suretyship Waivers and Consents. (a) Each covenant, agreement, obligation, representation and warranty of the Customers Borrowers contained herein constitutes the joint and several undertaking of each CustomerBorrower. (b) Each Customer Borrower acknowledges that the Obligations obligations of such Customer Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of Obligations obligations of persons or entities other than such Borrower (including the other Customer Borrowers party hereto) and, in full recognition of that fact, each Customer Borrower consents and agrees that the Metal Lender Lenders and Agent may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation or revocation of this Agreement by any Customerone or more Borrowers, and without affecting the enforceability or continuing effectiveness hereof as to such CustomerBorrower: (i) with the written consent of the other CustomersBorrowers, supplement, restate, modify, amend, increase, decrease, extend, renew or otherwise change the time for payment or the terms of this Agreement or any part thereof, ; including any increase or decrease of the rate(s) of interest thereon; (ii) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or consent with respect to, this Agreement or any part thereof, or any of the Security Documents, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept partial payments; (iv) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Metal Lender Agent and the Lenders in its their sole and absolute discretion may determine; (v) release any Person person from any personal liability with respect to this Agreement or any part thereof; (vi) settle, release on terms satisfactory to the Metal Lender Lenders or by operation of applicable law or otherwise liquidate or enforce any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; or (vii) consent to the merger, change or any other restructuring or termination of the corporate or partnership existence of any Customer Borrower or any other Personperson, and correspondingly restructure the Obligations obligations evidenced hereby, and any such merger, change, restructuring or termination shall not affect the liability of any Customer Borrower or the continuing effectiveness hereof, ; or the enforceability hereof with respect to all or any part of the Obligations obligations evidenced hereby. (c) The Metal Lender Lenders and the Agent may enforce this Agreement independently as to each Customer Borrower and independently of any other remedy or security the Metal Lender Lenders and the Agent at any time may have or hold in connection with the Obligations obligations evidenced hereby, and it shall not be necessary for the Metal Lender Lenders and the Agent to marshal assets in favor of any Customer Borrower or any other Person person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Customer Borrower expressly waives any right to require the Metal Lender Lenders and the Agent to marshal assets in favor of any Customer Borrower or any other Person or to proceed against any other Customer Borrower or any Collateral provided by any Person, and agrees that the Metal Lender Lenders and the Agent may proceed against Customers Borrowers or any Collateral in such order as it they shall determine in its their sole and absolute discretion. (d) The Metal Lender’s Lenders' and the Agent's rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Customers’ Obligations Borrowers' obligations to the Metal Lender Lenders which thereafter shall be required to be restored or returned by the Metal LenderLenders, all as though such amount had not been paid. (e) To the maximum extent permitted by applicable law, and to the extent that the Obligations of a Customer are deemed to be a guaranty of the Obligations of another Customer, each Customer Borrower expressly waives any and all suretyship defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of the any other Customers Borrower with respect to the Obligations obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the Obligations obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of the any other Customers Borrower (other than by reason of the full payment and performance of all Obligations), (iv) any failure of the Metal Lender Agent and the Lenders to comply with applicable law in connection with the sale or other disposition of any Collateral or other security for any Obligation, (v) any act or omission of the Metal Lender Agent and the Lenders or others that directly or indirectly results in or aids the discharge or release of any Customer Borrower or the Obligations evidenced hereby or any security or guaranty therefor there for by operation of law or otherwise, (vi) the avoidance of any Lien lien in favor of the Metal Lender Agent and the Lenders for any reason, or (vii) any action taken by the Metal Lender Agent the Lenders that is authorized by this Section or any other provision hereof or of any Security Document. Until such time, if any, as all of the Obligations have been paid and performed in full and no portion of any Commitments Commitment of the Metal any Lender to Customers Borrowers under any agreement remains in effect, no Customer Borrower shall have any right of subrogation, contribution, reimbursement or indemnity from any other Customerindemnity, and each Customer (only in its capacity as a guarantor or surety) Borrower expressly waives any right to enforce any remedy that the Metal Lender Agent and the Lenders now has have or hereafter may have against any other Person and waives the benefit of, ; or any right to participate in, any Collateral now or hereafter held by Agent and the Metal LenderLenders.

Joint and Several Obligations; Suretyship Waivers and Consents. (a) Each covenant, agreement, obligation, representation and warranty of the Customers contained herein constitutes the joint and several undertaking of each Customer. (b) Each Customer acknowledges that the Obligations of such Customer undertaken herein might be construed to consist, at least in part, of the guaranty of Obligations of the other Customer and, in full recognition of that fact, each Customer consents and agrees that the Metal Lender may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation or revocation of this Agreement by any Customer, and without affecting the enforceability or continuing effectiveness hereof as to such Customer: (i) with the written consent of the other Customers, supplement, restate, modify, amend, increase, decrease, extend, renew or otherwise change the time for payment or the terms of this Agreement or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or consent with respect to, this Agreement or any part thereof, or any of the Security Documents, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept partial payments; (iv) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Metal Lender in its sole and absolute discretion may determine; (v) release any Person from any personal liability with respect to this Agreement or any part thereof; (vi) settle, release on terms satisfactory to the Metal Lender or by operation of applicable law or otherwise liquidate or enforce any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; or (vii) consent to the merger, change or any other restructuring or termination of the corporate or partnership existence of any Customer or any other Person, and correspondingly restructure the Obligations evidenced hereby, and any such merger, change, restructuring or termination shall not affect the liability of any Customer or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations evidenced hereby. (c) The Metal Lender may enforce this Agreement independently as to each Customer and independently of any other remedy or security the Metal Lender at any time may have or hold in connection with the Obligations evidenced hereby, and it shall not be necessary for the Metal Lender to marshal assets in favor of any Customer or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Customer expressly waives any right to require the Metal Lender to marshal assets in favor of any Customer or any other Person or to proceed against any other Customer or any Collateral provided by any Person, and agrees that the Metal Lender may proceed against Customers or any Collateral in such order as it shall determine in its sole and absolute discretion. (d) The Metal Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Customers’ Obligations to the Metal Lender which thereafter shall be required to be restored or returned by the Metal Lender, all as though such amount had not been paid. (e) To the maximum extent permitted by applicable law, and to the extent that the Obligations of a Customer are deemed to be a guaranty of the Obligations of another Customer, each Customer expressly waives any and all suretyship defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of the other Customers with respect to the Obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the Obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of the other Customers (other than by reason of the full payment and performance of all Obligations), (iv) any failure of the Metal Lender to comply with applicable law in connection with the sale or other disposition of any Collateral or other security for any Obligation, (v) any act or omission of the Metal Lender or others that directly or indirectly results in or aids the discharge or release of any Customer or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any Lien in favor of the Metal Lender for any reason, or (vii) any action taken by the Metal Lender that is authorized by this Section or any other provision hereof or of any Security Document. Until such time, if any, as all of the Obligations have been paid and performed in full and no portion of any Commitments commitments of the Metal Lender to consign Precious Metal to the Customers under any agreement remains in effect, no Customer shall have any right of subrogation, contribution, reimbursement or indemnity from any other Customer, and each Customer (only in its capacity as a guarantor or surety) expressly waives any right to enforce any remedy that the Metal Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any Collateral now or hereafter held by the Metal Lender.

Joint and Several Obligations; Suretyship Waivers and Consents. (a) Each covenant, agreement, obligation, representation and warranty of the Customers contained herein constitutes the joint and several undertaking of each Customer. (b) Each Customer acknowledges that the Obligations of such Customer undertaken herein might be construed to consist, at least in part, of the guaranty of Obligations of the other Customer and, in full recognition of that fact, each Customer consents and agrees that the Metal Lender Supplier may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation or revocation of this Agreement by any Customer, and without affecting the enforceability or continuing effectiveness hereof as to such Customer: (i) with the written consent of the other Customers, supplement, restate, modify, amend, increase, decrease, extend, renew or otherwise change the time for payment or the terms of this Agreement or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or consent with respect to, this Agreement or any part thereof, or any of the Security Documents, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept partial payments; (iv) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Metal Lender Supplier in its sole and absolute discretion may determine; (v) release any Person from any personal liability with respect to this Agreement or any part thereof; (vi) settle, release on terms satisfactory to the Metal Lender Supplier or by operation of applicable law or otherwise liquidate or enforce any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; or (vii) consent to the merger, change or any other restructuring or termination of the corporate or partnership existence of any Customer or any other Person, and correspondingly restructure the Obligations evidenced hereby, and any such merger, change, restructuring or termination shall not affect the liability of any Customer or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations evidenced hereby. (c) The Metal Lender Supplier may enforce this Agreement independently as to each Customer and independently of any other remedy or security the Metal Lender Supplier at any time may have or hold in connection with the Obligations evidenced hereby, and it shall not be necessary for the Metal Lender Supplier to marshal assets in favor of any Customer or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Customer expressly waives any right to require the Metal Lender Supplier to marshal assets in favor of any Customer or any other Person or to proceed against any other Customer or any Collateral provided by any Person, and agrees that the Metal Lender Supplier may proceed against Customers or any Collateral in such order as it shall determine in its sole and absolute discretion. (d) The Metal LenderSupplier’s rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Customers’ Obligations to the Metal Lender Supplier which thereafter shall be required to be restored or returned by the Metal LenderSupplier, all as though such amount had not been paid. (e) To the maximum extent permitted by applicable law, and to the extent that the Obligations of a Customer are deemed to be a guaranty of the Obligations of another Customer, each Customer expressly waives any and all suretyship defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of the other Customers with respect to the Obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the Obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of the other Customers (other than by reason of the full payment and performance of all Obligations), (iv) any failure of the Metal Lender Supplier to comply with applicable law in connection with the sale or other disposition of any Collateral or other security for any Obligation, (v) any act or omission of the Metal Lender Supplier or others that directly or indirectly results in or aids the discharge or release of any Customer or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any Lien in favor of the Metal Lender Supplier for any reason, or (vii) any action taken by the Metal Lender Supplier that is authorized by this Section or any other provision hereof or of any Security Document. Until such time, if any, as all of the Obligations have been paid and performed in full and no portion of any Commitments of the Metal Lender Supplier to Customers under any agreement remains in effect, no Customer shall have any right of subrogation, contribution, reimbursement or indemnity from any other Customer, and each Customer (only in its capacity as a guarantor or surety) expressly waives any right to enforce any remedy that the Metal Lender Supplier now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any Collateral now or hereafter held by the Metal LenderSupplier.