Common use of Cross-Guaranty Clause in Contracts

Cross-Guaranty. (a) Notwithstanding the fact that the parties agreed that the Lessee are jointly and severally liable for all of Lessee’s obligations under the Lease Documents, if for any reason the Lessee are found in a final order by a court of competent jurisdiction to not be jointly and severally liable for all of Lessee’s obligations under the Lease Documents, the provisions of this Section 18.5 will apply and Lessee absolutely and unconditionally guarantees to Lessor and its successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all of Lessee’s obligations under the Lease Documents owed or hereafter owing to Lessor by the other Lessee. Each Lessee agrees that its guaranty obligation hereunder is in addition to all other guaranty obligations and is a guaranty of payment and performance and not of collection, and that its obligations under this Section are absolute and unconditional, irrespective of, and unaffected by: (i) The genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Lease, any other Lease Document or any other agreement, document or instrument to which the other Lessee are or may become a party. (ii) The absence of any action to enforce this Lease (including this Section) or any other Lease Document or the waiver or consent by Lessor with respect to any of the provisions thereof. (iii) The existence, value or condition of, or failure to perfect its Lien against, any security for Lessee’s obligations under the Lease Documents or any action, or the absence of any action, by Lessor in respect thereof (including, without limitation, the release of any such security). (iv) Any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full). (b) Each Lessee agrees that its obligations under this Section 18.5 are not discharged until the payment and performance, in full, of Lessee’s obligations under the Lease Documents has occurred (other than contingent indemnification obligations for which no claim has been threatened or asserted). Each Lessee is treated, and will be in the same position, as a principal obligor with respect to Lessee’s obligations under the Lease Documents guaranteed hereunder. Each Lessee expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Lessor to proceed in respect of Lessee’s obligations under the Lease Documents guaranteed hereunder against the other Lessee or any other party or against any security for the payment and performance of Lessee’s obligations under the Lease Documents before proceeding against, or as a condition to proceeding against, that Lessee. Each Lessee agrees that any notice or directive given at any time to Lessor that is inconsistent with the waiver in the immediately preceding sentence will be null and void and may be ignored by Lessor, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Lease (including this Section 18.5) for the reason that such pleading or introduction would be at variance with the written terms of this Lease (including this Section 18.5), unless Lessor has specifically agreed otherwise in writing. It is agreed among the Lessee and Lessor that the foregoing waivers are of the essence of the transaction contemplated by this Lease and the other Lease Documents and that, but for the provisions of this Section and the waivers, Lessor would decline to enter into this Lease. (c) Each Lessee agrees that in no event does Lessor have any obligation (although it may be entitled, at its option) to proceed against the other Lessee or any other person or any real or personal property pledged to secure Lessee’s obligations under the Lease Documents before seeking satisfaction from that Lessee, and Lessor may proceed, prior or subsequent to, or simultaneously with, the enforcement of Lessor’s rights under this Section, to exercise any right or remedy that it may have against any property, real or personal, as a result of any Lien it may have as security for all or any portion of Lessee’s obligations under the Lease Documents. (d) In addition to the waivers contained elsewhere in this Section, Lessee waives, and agrees that it may not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, that may delay, prevent or otherwise affect the performance by that Lessee of the obligations under the Lease Documents guaranteed under, or the enforcement by Lessor of, this Section. Each Lessee waives diligence, presentment, and demand (whether for non-payment or protest or of acceptance, maturity, extension of time, change in nature or form of Lessee’s obligations under the Lease Documents, acceptance of further security, release of further security, composition or agreement arrived at as to the amount of, or the terms of, Lessee’s obligations under the Lease Documents, notice of adverse change in the other Lessee’ financial condition or any other fact that might increase the risk to that Lessee) with respect to any of Lessee’s obligations under the Lease Documents guaranteed hereunder or all other demands whatsoever and waives the benefit of all provisions of law that are or might be in conflict with the terms of this Section. Each Lessee represents, warrants and agrees that, as of the effective date of this Lease, its obligations under this Section are not subject to any offsets or defenses against Lessor or any other Lessee of any kind. Each Lessee further agrees that its obligations under this Section are not be subject to any counterclaims, offsets or defenses against Lessor or against the other Lessee of any kind that may arise in the future. (e) Notwithstanding anything to the contrary in this Lease or in any other Lease Document, and except as set forth in this Section, Lessee: (i) Subordinates and defers, to the fullest extent possible at all times before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted), on behalf of itself and its successors and assigns (including any surety) and any other person, 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 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 any claim against any person, and that a Lessee may have or hereafter acquire against the other Lessee or any person in connection with or as a result of Lessee’s performance of this Section, or any other documents to which that Lessee is a party or otherwise. (ii) Expressly and irrevocably subordinates and defers any “claim” (as that term is defined in the Bankruptcy Code) of any kind against the Lessee before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted), and further agrees that it may 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 the other Lessee by Lessor or any other person before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted). (iii) Acknowledges and agrees (x) that this subordination and deferral is intended to benefit Lessor and does not limit or otherwise effect that Lessee’s liability hereunder or the enforceability of this Section, and (y) that Lessor and its respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section. (f) If Lessor proceeds to realize its benefits under any of the Lease Documents giving or creating a Lien upon any Collateral or any real estate collateral (whether owned by a Lessee or by any other person), either by judicial foreclosure or by non-judicial sale or enforcement, Lessor may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section. If, in the exercise of any of its rights and remedies, Lessor forfeits any of its rights or remedies, including its right to enter a deficiency judgment against any Lessee or any other person, whether because of any applicable laws pertaining to “election of remedies” or the like, the Lessee consent to such action by Lessor and waive any claim based upon such action, even if such action by Lessor results in a full or partial loss of any rights of subrogation that a Lessee might otherwise have had but for such action by Lessor. Any election of remedies that results in the denial or impairment of Lessor’s right to seek a deficiency judgment against a Lessee does not impair the other Lessee’ obligation to pay the full amount of Lessee’s obligations under the Lease Documents. If Lessor bids at any foreclosure or trustee’s sale or at any private sale permitted by law or the Lease Documents, Lessor may bid all or less than the amount of Lessee’s obligations under the Lease Documents and the amount of such bid need not be paid by Lessor but will be credited against Lessee’s obligations under the Lease Documents. The amount of the successful bid at any such sale, whether by Lessor or any other successful bidder, are conclusively treated as be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of Lessee’s obligations under the Lease Documents is conclusively treated as the amount of Lessee’s obligations under the Lease Documents guaranteed under this Section, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Lessor might otherwise be entitled but for such bidding at any such sale. (g) The Lessee agree that the guaranty set forth in this Section 18.5 is a continuing guaranty that remains in full force and effect until the payment and performance in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted). (h) Each Lessee’s liability under this Section is limited to an amount not to exceed as of any date of determination the greater of: (i) the net amount of all obligations incurred by the other Lessee under this Lease and transferred to or directly benefiting the subject Lessee; or (ii) the Lessee’s Allocable Amount, after taking into account, among other things, that Lessee’s right of contribution and indemnification from the other Lessee under Section 18.4.

Cross-Guaranty. (a) Notwithstanding Borrower, by its execution hereof, and in consideration of Lender’s entering into this Agreement with Borrower and the fact that performance of the parties agreed that Loan Documents, hereby voluntarily, absolutely, irrevocably, unconditionally and unlimitedly guarantees to Lender—as a primary, and not merely as a surety or a secondary, obligor and debtor—the Lessee are jointly Indefeasible Satisfaction of any and severally liable for all liabilities, undertakings, Indebtedness, covenants, duties and obligations of each and all of Lessee’s the other Obligors to, or in favor or for the benefit of, Lender and/or any Affiliate of Lender of every kind, type and description, whether consisting of obligations under the Lease Documentsto pay money or to perform any obligations, if whether secured or unsecured, direct or indirect, absolute, certain or contingent, sole, joint or several, primary or secondary, matured or unmatured, due or to become due, now existing or hereafter arising, and whether held or to be held by Lender (and/or any Affiliate of Lender) for its own account or as agent for any reason the Lessee are found in a final order one or more other Persons, whether created directly or acquired by a court of competent jurisdiction to not be jointly and severally liable for all of Lessee’s obligations under the Lease Documents, the provisions of this Section 18.5 will apply and Lessee absolutely and unconditionally guarantees to Lessor and its successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration assignment or otherwise) and performance of, all of Lessee’s obligations under the Lease Documents owed or hereafter owing to Lessor by the other Lessee. Each Lessee agrees that its guaranty obligation hereunder is in addition to all other guaranty obligations and is a guaranty of payment and performance and not of collection, and that its obligations under this Section are absolute and unconditionalhowsoever acquired, irrespective ofcreated, and unaffected by: (i) The genuinenessevidenced, validityarising and/or memorialized, regularity, enforceability or any future amendment of, or change in, this Lease, any other Lease Document or any other agreement, document or instrument to which the other Lessee are or may become a party. (ii) The absence of any action to enforce this Lease (including this Section) or any other Lease Document or the waiver or consent by Lessor with respect to any of the provisions thereof. (iii) The existence, value or condition of, or failure to perfect its Lien against, any security for Lessee’s obligations under the Lease Documents or any action, or the absence of any action, by Lessor in respect thereof (including, without limitation: (i) pursuant to any Loan Documents or otherwise pursuant to any other present or future agreements, instruments, certificates or other documents made, executed and/or delivered to, or in favor or for the release benefit of, Lender (and/or any Affiliate of Lender) by, for or on behalf of any such security). other Obligors; and (ivii) Any other action any and all interest, fees, Costs and Expenses incurred or circumstances charged by or to Lender and accruing or arising after the occurrence of any Insolvency Event that might otherwise constitute a legal in any manner affects or equitable discharge could affect (A) any Obligor, (B) any Affiliate of any Obligor, and/or (C) any Person(s) now or defense of a surety or guarantor (other than payment hereafter owning any Equity Interests in full). (b) Each Lessee any Corporate Obligor. Borrower hereby confirms, certifies, ratifies, acknowledges and agrees that its obligations under the guaranty of Borrower made pursuant to this Section 18.5 are not discharged until the 9.2 is a continuing, irrevocable, absolute, unconditional and unlimited guaranty to Lender of payment and performance, and not merely a guaranty of collection, that constitutes a part of the Obligations, and the Indefeasible Satisfaction of which is secured by the Collateral and all of the Liens granted to, and/or in fullfavor or for the benefit of, of Lessee’s obligations Lender under the Lease Documents has occurred (other than contingent indemnification obligations for which no claim has been threatened or asserted). Each Lessee is treated, and will be in the same position, as a principal obligor with respect to Lessee’s obligations under the Lease Documents guaranteed hereunder. Each Lessee expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Lessor to proceed in respect of Lessee’s obligations under the Lease Documents guaranteed hereunder against the other Lessee or any other party or against any security for the payment and performance of Lessee’s obligations under the Lease Documents before proceeding against, or as a condition to proceeding against, that Lessee. Each Lessee agrees that any notice or directive given at any time to Lessor that is inconsistent with the waiver in the immediately preceding sentence will be null and void and may be ignored by Lessor, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Lease (including this Section 18.5) for the reason that such pleading or introduction would be at variance with the written terms of this Lease (including this Section 18.5), unless Lessor has specifically agreed otherwise in writing. It is agreed among the Lessee and Lessor that the foregoing waivers are of the essence of the transaction contemplated by this Lease Security Instruments and the other Lease Documents and that, but for the provisions of this Section and the waivers, Lessor would decline to enter into this Lease. (c) Each Lessee agrees that in no event does Lessor have any obligation (although it may be entitled, at its option) to proceed against the other Lessee or any other person or any real or personal property pledged to secure Lessee’s obligations under the Lease Documents before seeking satisfaction from that Lessee, and Lessor may proceed, prior or subsequent to, or simultaneously with, the enforcement of Lessor’s rights under this Section, to exercise any right or remedy that it may have against any property, real or personal, as a result of any Lien it may have as security for all or any portion of Lessee’s obligations under the Lease Loan Documents. (d) In addition to the waivers contained elsewhere in this Section, Lessee waives, and agrees that it may not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, that may delay, prevent or otherwise affect the performance by that Lessee of the obligations under the Lease Documents guaranteed under, or the enforcement by Lessor of, this Section. Each Lessee waives diligence, presentment, and demand (whether for non-payment or protest or of acceptance, maturity, extension of time, change in nature or form of Lessee’s obligations under the Lease Documents, acceptance of further security, release of further security, composition or agreement arrived at as to the amount of, or the terms of, Lessee’s obligations under the Lease Documents, notice of adverse change in the other Lessee’ financial condition or any other fact that might increase the risk to that Lessee) with respect to any of Lessee’s obligations under the Lease Documents guaranteed hereunder or all other demands whatsoever and waives the benefit of all provisions of law that are or might be in conflict with the terms of this Section. Each Lessee represents, warrants and agrees that, as of the effective date of this Lease, its obligations under this Section are not subject to any offsets or defenses against Lessor or any other Lessee of any kind. Each Lessee further agrees that its obligations under this Section are not be subject to any counterclaims, offsets or defenses against Lessor or against the other Lessee of any kind that may arise in the future. (e) Notwithstanding anything to the contrary in this Lease or in any other Lease Document, and except as set forth in this Section, Lessee: (i) Subordinates and defers, to the fullest extent possible at all times before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted), on behalf of itself and its successors and assigns (including any surety) and any other person, 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 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 any claim against any person, and that a Lessee may have or hereafter acquire against the other Lessee or any person in connection with or as a result of Lessee’s performance of this Section, or any other documents to which that Lessee is a party or otherwise. (ii) Expressly and irrevocably subordinates and defers any “claim” (as that term is defined in the Bankruptcy Code) of any kind against the Lessee before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted), and further agrees that it may 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 the other Lessee by Lessor or any other person before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted). (iii) Acknowledges and agrees (x) that this subordination and deferral is intended to benefit Lessor and does not limit or otherwise effect that Lessee’s liability hereunder or the enforceability of this Section, and (y) that Lessor and its respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section. (f) If Lessor proceeds to realize its benefits under any of the Lease Documents giving or creating a Lien upon any Collateral or any real estate collateral (whether owned by a Lessee or by any other person), either by judicial foreclosure or by non-judicial sale or enforcement, Lessor may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section. If, in the exercise of any of its rights and remedies, Lessor forfeits any of its rights or remedies, including its right to enter a deficiency judgment against any Lessee or any other person, whether because of any applicable laws pertaining to “election of remedies” or the like, the Lessee consent to such action by Lessor and waive any claim based upon such action, even if such action by Lessor results in a full or partial loss of any rights of subrogation that a Lessee might otherwise have had but for such action by Lessor. Any election of remedies that results in the denial or impairment of Lessor’s right to seek a deficiency judgment against a Lessee does not impair the other Lessee’ obligation to pay the full amount of Lessee’s obligations under the Lease Documents. If Lessor bids at any foreclosure or trustee’s sale or at any private sale permitted by law or the Lease Documents, Lessor may bid all or less than the amount of Lessee’s obligations under the Lease Documents and the amount of such bid need not be paid by Lessor but will be credited against Lessee’s obligations under the Lease Documents. The amount of the successful bid at any such sale, whether by Lessor or any other successful bidder, are conclusively treated as be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of Lessee’s obligations under the Lease Documents is conclusively treated as the amount of Lessee’s obligations under the Lease Documents guaranteed under this Section, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Lessor might otherwise be entitled but for such bidding at any such sale. (g) The Lessee agree that the guaranty set forth in this Section 18.5 is a continuing guaranty that remains in full force and effect until the payment and performance in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted). (h) Each Lessee’s liability under this Section is limited to an amount not to exceed as of any date of determination the greater of: (i) the net amount of all obligations incurred by the other Lessee under this Lease and transferred to or directly benefiting the subject Lessee; or (ii) the Lessee’s Allocable Amount, after taking into account, among other things, that Lessee’s right of contribution and indemnification from the other Lessee under Section 18.4.

Cross-Guaranty. (a) Notwithstanding To the fact that fullest extent permitted under applicable law, each Non-US Borrower absolutely, unconditionally and irrevocably guarantees (the parties agreed that the Lessee are jointly and severally liable for all of Lessee’s obligations undertaking by each Non-US Borrower under the Lease Documents, if for any reason the Lessee are found in a final order by a court of competent jurisdiction to not be jointly and severally liable for all of Lessee’s obligations under the Lease Documents, the provisions of this Section 18.5 will apply and Lessee absolutely and unconditionally guarantees to Lessor and its successors and assigns8.02 being the "Cross-Guaranty") the punctual payment when due, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, of all Obligations of Lessee’s obligations each other Non-US Borrower now or hereafter existing under the Lease Documents owed Loan Documents, whether for principal, interest, fees, commissions, expenses or hereafter owing to Lessor by otherwise (such Obligations being the other Lessee. Each Lessee agrees "Cross-Guaranteed Obligations"), undertakes with each Lender Party that its guaranty obligation hereunder is in addition to all other guaranty obligations and is a guaranty of payment and performance and not of collection, and that its obligations under this Section are absolute and unconditional, irrespective of, and unaffected by: (i) The genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Lease, whenever any other Lease Document Non-US Borrower does not pay any amount when due under or any other agreement, document or instrument to which the other Lessee are or may become a party. (ii) The absence of any action to enforce this Lease (including this Section) or any other Lease Document or the waiver or consent by Lessor in connection with respect to any of the provisions thereof. (iii) The existenceLoan Documents, value or condition ofthat such Non-US Borrower shall immediately on demand pay that amount as if it was the principal obligor, or failure and agrees to perfect its Lien against, pay on demand any security for Lessee’s obligations under the Lease Documents or any action, or the absence of any action, by Lessor in respect thereof and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the release Administrative Agent or any Lender Party in enforcing any rights under this Cross-Guaranty. Without limiting the generality of the foregoing, each Non-US Borrower's liability shall extend to all amounts that constitute part of the Cross-Guaranteed Obligations and would be owed by any other Non-US Borrower to the Administrative Agent or any Lender Party under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such security). (iv) Any other action or circumstances Loan Party. Each of the Non-US Borrowers, and by its acceptance of this Cross-Guaranty, the Administrative Agent and each of the Lender Parties, hereby confirm that might otherwise it is the intention of all such Persons that this Cross-Guaranty and the obligations of each of the Non-US Borrowers hereunder not constitute a legal fraudulent transfer or equitable discharge conveyance for purposes of the United States Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Act or defense any similar federal or state law or similar law in any applicable jurisdiction outside the United States covering the protection of a surety creditors' rights or guarantor (the relief of debtors to the extent applicable to this Cross-Guaranty and the obligations of each of the Non-US Borrowers hereunder. To effectuate the foregoing intention, each of the Non-US Borrowers, the Administrative Agent and each of the Lender Parties hereby irrevocably agree that the Cross-Guaranteed Obligations and all of the other than payment in full). (b) Each Lessee agrees that its obligations liabilities of each of the Non-US Borrowers under this Section 18.5 Cross-Guaranty shall be limited to the maximum amount as will, after giving effect to such maximum amount and all of the other contingent and fixed liabilities of such Non-US Borrower that are not discharged until the payment and performance, in full, of Lessee’s obligations under the Lease Documents has occurred (other than contingent indemnification obligations for which no claim has been threatened or asserted). Each Lessee is treatedrelevant thereunder, and will be in the same positionafter giving effect to any collections from, as a principal obligor with respect any rights to Lessee’s obligations under the Lease Documents guaranteed hereunder. Each Lessee expressly waives all rights it may have now or in the future under any statutereceive contributions from, or at common lawany payments made by or on behalf of, or at law or in equity, or otherwise, to compel Lessor to proceed any of the other Non-US Borrowers in respect of Lessee’s the obligations of such other Non-US Borrower under this Cross-Guaranty, result in the Lease Documents guaranteed hereunder against Cross-Guaranteed Obligations and all of the other Lessee or any other party or against any security for the payment and performance liabilities of Lessee’s obligations under the Lease Documents before proceeding against, or as a condition to proceeding against, that Lessee. Each Lessee agrees that any notice or directive given at any time to Lessor that is inconsistent with the waiver in the immediately preceding sentence will be null and void and may be ignored by Lessor, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Lease (including this Section 18.5) for the reason that such pleading or introduction would be at variance with the written terms of this Lease (including this Section 18.5), unless Lessor has specifically agreed otherwise in writing. It is agreed among the Lessee and Lessor that the foregoing waivers are each of the essence of the transaction contemplated by this Lease and the other Lease Documents and that, but for the provisions of this Section and the waivers, Lessor would decline to enter into this Lease. (c) Each Lessee agrees that in no event does Lessor have any obligation (although it may be entitled, at its option) to proceed against the other Lessee or any other person or any real or personal property pledged to secure Lessee’s obligations under the Lease Documents before seeking satisfaction from that Lessee, and Lessor may proceed, prior or subsequent to, or simultaneously with, the enforcement of Lessor’s rights Non-US Borrowers under this Section, to exercise any right Cross-Guaranty not constituting a fraudulent transfer or remedy that it may have against any property, real or personal, as a result of any Lien it may have as security for all or any portion of Lessee’s obligations under the Lease Documentsconveyance. (d) In addition to the waivers contained elsewhere in this Section, Lessee waives, and agrees that it may not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, that may delay, prevent or otherwise affect the performance by that Lessee of the obligations under the Lease Documents guaranteed under, or the enforcement by Lessor of, this Section. Each Lessee waives diligence, presentment, and demand (whether for non-payment or protest or of acceptance, maturity, extension of time, change in nature or form of Lessee’s obligations under the Lease Documents, acceptance of further security, release of further security, composition or agreement arrived at as to the amount of, or the terms of, Lessee’s obligations under the Lease Documents, notice of adverse change in the other Lessee’ financial condition or any other fact that might increase the risk to that Lessee) with respect to any of Lessee’s obligations under the Lease Documents guaranteed hereunder or all other demands whatsoever and waives the benefit of all provisions of law that are or might be in conflict with the terms of this Section. Each Lessee represents, warrants and agrees that, as of the effective date of this Lease, its obligations under this Section are not subject to any offsets or defenses against Lessor or any other Lessee of any kind. Each Lessee further agrees that its obligations under this Section are not be subject to any counterclaims, offsets or defenses against Lessor or against the other Lessee of any kind that may arise in the future. (e) Notwithstanding anything to the contrary in this Lease or in any other Lease Document, and except as set forth in this Section, Lessee: (i) Subordinates and defers, to the fullest extent possible at all times before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted), on behalf of itself and its successors and assigns (including any surety) and any other person, 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 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 any claim against any person, and that a Lessee may have or hereafter acquire against the other Lessee or any person in connection with or as a result of Lessee’s performance of this Section, or any other documents to which that Lessee is a party or otherwise. (ii) Expressly and irrevocably subordinates and defers any “claim” (as that term is defined in the Bankruptcy Code) of any kind against the Lessee before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted), and further agrees that it may 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 the other Lessee by Lessor or any other person before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted). (iii) Acknowledges and agrees (x) that this subordination and deferral is intended to benefit Lessor and does not limit or otherwise effect that Lessee’s liability hereunder or the enforceability of this Section, and (y) that Lessor and its respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section. (f) If Lessor proceeds to realize its benefits under any of the Lease Documents giving or creating a Lien upon any Collateral or any real estate collateral (whether owned by a Lessee or by any other person), either by judicial foreclosure or by non-judicial sale or enforcement, Lessor may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section. If, in the exercise of any of its rights and remedies, Lessor forfeits any of its rights or remedies, including its right to enter a deficiency judgment against any Lessee or any other person, whether because of any applicable laws pertaining to “election of remedies” or the like, the Lessee consent to such action by Lessor and waive any claim based upon such action, even if such action by Lessor results in a full or partial loss of any rights of subrogation that a Lessee might otherwise have had but for such action by Lessor. Any election of remedies that results in the denial or impairment of Lessor’s right to seek a deficiency judgment against a Lessee does not impair the other Lessee’ obligation to pay the full amount of Lessee’s obligations under the Lease Documents. If Lessor bids at any foreclosure or trustee’s sale or at any private sale permitted by law or the Lease Documents, Lessor may bid all or less than the amount of Lessee’s obligations under the Lease Documents and the amount of such bid need not be paid by Lessor but will be credited against Lessee’s obligations under the Lease Documents. The amount of the successful bid at any such sale, whether by Lessor or any other successful bidder, are conclusively treated as be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of Lessee’s obligations under the Lease Documents is conclusively treated as the amount of Lessee’s obligations under the Lease Documents guaranteed under this Section, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Lessor might otherwise be entitled but for such bidding at any such sale. (g) The Lessee agree that the guaranty set forth in this Section 18.5 is a continuing guaranty that remains in full force and effect until the payment and performance in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted). (h) Each Lessee’s liability under this Section is limited to an amount not to exceed as of any date of determination the greater of: (i) the net amount of all obligations incurred by the other Lessee under this Lease and transferred to or directly benefiting the subject Lessee; or (ii) the Lessee’s Allocable Amount, after taking into account, among other things, that Lessee’s right of contribution and indemnification from the other Lessee under Section 18.4.

Cross-Guaranty. (a) Notwithstanding 9.01 The Cross-Guaranty In order to induce Lender to enter into this Agreement and to make the fact that Term Loan hereunder and in recognition of the parties agreed that direct benefits to be received by Borrower and its Subsidiaries from the Lessee are Loan hereunder and from the other Loan Documents, Borrower and each Subsidiary hereby unconditionally and irrevocably, jointly and severally liable for all of Lessee’s obligations under the Lease Documentsseverally, if for any reason the Lessee are found guarantees as primary obligor and not merely as surety (each, in such capacity, a final order by a court of competent jurisdiction to not be jointly "Cross-Guarantor" and severally liable for all of Lessee’s obligations under the Lease Documentscollectively, the provisions "Cross-Guarantors" for purposes of this Section 18.5 will apply and Lessee absolutely and unconditionally guarantees to Lessor and its successors and assigns, Article 9) the full and prompt payment (when due, whether at stated upon maturity, by acceleration or otherwise) , of any and performance of, all Obligations of Lessee’s obligations under the Lease Documents owed or hereafter owing each other Borrower to Lessor by the other Lessee. Each Lessee agrees that its guaranty obligation hereunder is in addition to all other guaranty obligations and is a guaranty of payment and performance and not of collection, and that its obligations Lender under this Section are absolute and unconditionalAgreement, irrespective of, and unaffected by: (i) The genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Lease, any other Lease Document the Note or any other agreement, document Loan Document. If any or instrument to which all of the other Lessee are or may become a party. (ii) The absence indebtedness of any action Borrower to enforce this Lease (including this Section) Lender becomes due and payable hereunder or under the Note or any other Lease Document Loan Documents, each Cross-Guarantor unconditionally promises to pay such indebtedness to Lender, or order, ON DEMAND, together with any and all reasonable expenses which may be incurred by or on behalf of the waiver or consent by Lessor with respect to Lender in collecting any of the provisions thereof. (iii) indebtedness, including, without limitation, such expenses described in Section 10.04. The existenceword "indebtedness" is used in this Article 9 in its most comprehensive sense and includes any and all Obligations of any Borrower arising in connection with this Agreement, value the Note or condition ofany of the other Loan Documents in each case, heretofore, now or hereafter made, incurred or created, whether voluntarily, involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or failure extinguished and thereafter increased or incurred, whether any Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter becomes barred by any statute of limitations, and whether or not such indebtedness may be or hereafter becomes unenforceable. Notwithstanding any provision to perfect its Lien againstthe contrary contained herein or in any of the other Loan Documents, any security for Lessee’s to the extent the obligations under the Lease Documents or any action, or the absence of any action, by Lessor in respect thereof Cross-Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, the release of any such security). (iv) Any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full). (b) Each Lessee agrees that its obligations under this Section 18.5 are not discharged until the payment and performance, in full, of Lessee’s obligations under the Lease Documents has occurred (other than contingent indemnification obligations for which no claim has been threatened or asserted). Each Lessee is treated, and will be in the same position, as a principal obligor with respect to Lessee’s obligations under the Lease Documents guaranteed hereunder. Each Lessee expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Lessor to proceed in respect of Lessee’s obligations under the Lease Documents guaranteed hereunder against the other Lessee or any other party or against any security for the payment and performance of Lessee’s obligations under the Lease Documents before proceeding against, or as a condition to proceeding against, that Lessee. Each Lessee agrees that any notice or directive given at any time to Lessor that is inconsistent with the waiver in the immediately preceding sentence will be null and void and may be ignored by Lessor, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Lease (including this Section 18.5) for the reason that such pleading or introduction would be at variance with the written terms of this Lease (including this Section 18.5), unless Lessor has specifically agreed otherwise in writing. It is agreed among the Lessee and Lessor that the foregoing waivers are of the essence of the transaction contemplated by this Lease and the other Lease Documents and that, but for the provisions of this Section and the waivers, Lessor would decline to enter into this Lease. (c) Each Lessee agrees that in no event does Lessor have any obligation (although it may be entitled, at its option) to proceed against the other Lessee or any other person or any real or personal property pledged to secure Lessee’s obligations under the Lease Documents before seeking satisfaction from that Lessee, and Lessor may proceed, prior or subsequent to, or simultaneously with, the enforcement of Lessor’s rights under this Section, to exercise any right or remedy that it may have against any property, real or personal, as a result of any Lien it may have as security for all or any portion of Lessee’s obligations under the Lease Documents. (d) In addition to the waivers contained elsewhere in this Section, Lessee waives, and agrees that it may not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, that may delay, prevent or otherwise affect the performance by that Lessee of the obligations under the Lease Documents guaranteed under, or the enforcement by Lessor of, this Section. Each Lessee waives diligence, presentment, and demand (whether for non-payment or protest or of acceptance, maturity, extension of time, change in nature or form of Lessee’s obligations under the Lease Documents, acceptance of further security, release of further security, composition or agreement arrived at as to the amount of, or the terms of, Lessee’s obligations under the Lease Documents, notice of adverse change in the other Lessee’ financial condition or any other fact that might increase the risk to that Lessee) with respect to any of Lessee’s obligations under the Lease Documents guaranteed hereunder or all other demands whatsoever and waives the benefit of all provisions of law that are or might be in conflict with the terms of this Section. Each Lessee represents, warrants and agrees that, as of the effective date of this Lease, its obligations under this Section are not subject to any offsets or defenses against Lessor or any other Lessee of any kind. Each Lessee further agrees that its obligations under this Section are not be subject to any counterclaims, offsets or defenses against Lessor or against the other Lessee of any kind that may arise in the future. (e) Notwithstanding anything to the contrary in this Lease or in any other Lease Document, and except as set forth in this Section, Lessee: (i) Subordinates and defers, to the fullest extent possible at all times before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted), on behalf of itself and its successors and assigns (including any surety) and any other person, 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 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 any claim against any person, and that a Lessee may have or hereafter acquire against the other Lessee or any person in connection with or as a result of Lessee’s performance of this Section, or any other documents to which that Lessee is a party or otherwise. (ii) Expressly and irrevocably subordinates and defers any “claim” (as that term is defined in the Bankruptcy Code) of any kind against the Lessee before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted), and further agrees that it may 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 the other Lessee by Lessor or any other person before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted). (iii) Acknowledges and agrees (x) that this subordination and deferral is intended to benefit Lessor and does not limit or otherwise effect that Lessee’s liability hereunder or the enforceability of this Section, and (y) that Lessor and its respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section. (f) If Lessor proceeds to realize its benefits under any of the Lease Documents giving or creating a Lien upon any Collateral or any real estate collateral (whether owned by a Lessee or by any other person), either by judicial foreclosure or by non-judicial sale or enforcement, Lessor may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section. If, in the exercise of any of its rights and remedies, Lessor forfeits any of its rights or remedies, including its right to enter a deficiency judgment against any Lessee or any other person, whether because of any applicable laws pertaining state or federal law relating to “election of remedies” fraudulent conveyances or transfers) then the like, the Lessee consent to such action by Lessor and waive any claim based upon such action, even if such action by Lessor results in a full or partial loss of any rights of subrogation that a Lessee might otherwise have had but for such action by Lessor. Any election of remedies that results in the denial or impairment of Lessor’s right to seek a deficiency judgment against a Lessee does not impair the other Lessee’ obligation to pay the full amount of Lessee’s obligations under the Lease Documents. If Lessor bids at any foreclosure or trustee’s sale or at any private sale permitted by law or the Lease Documents, Lessor may bid all or less than the amount of Lessee’s obligations under the Lease Documents and the amount of such bid need not Cross-Guarantor hereunder shall be paid by Lessor but will be credited against Lessee’s obligations enforced to the maximum amount that is permissible under the Lease Documents. The amount of the successful bid at applicable law (whether federal or state, and including, without limitation, any such sale, whether by Lessor or any other successful bidder, are conclusively treated as be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of Lessee’s obligations under the Lease Documents is conclusively treated as the amount of Lessee’s obligations under the Lease Documents guaranteed under this Section, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Lessor might otherwise be entitled but for such bidding at any such sale. (g) The Lessee agree that the guaranty set forth in this Section 18.5 is a continuing guaranty that remains in full force and effect until the payment and performance in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or assertedDebtor Relief Laws). (h) Each Lessee’s liability under this Section is limited to an amount not to exceed as of any date of determination the greater of: (i) the net amount of all obligations incurred by the other Lessee under this Lease and transferred to or directly benefiting the subject Lessee; or (ii) the Lessee’s Allocable Amount, after taking into account, among other things, that Lessee’s right of contribution and indemnification from the other Lessee under Section 18.4.

Cross-Guaranty. (a) Notwithstanding the fact Each Borrower hereby agrees that the parties agreed that the Lessee are such Borrower is jointly and severally liable for all of Lessee’s obligations under the Lease Documentsfor, if for any reason the Lessee are found in a final order by a court of competent jurisdiction to not be jointly and severally liable for all of Lessee’s obligations under the Lease Documents, the provisions of this Section 18.5 will apply and Lessee hereby absolutely and unconditionally guarantees to Lessor Agent and its Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all of Lessee’s obligations under the Lease Documents Obligations owed or hereafter owing to Lessor Agent and Lenders by the each other LesseeBorrower. Each Lessee Borrower agrees that its guaranty obligation hereunder is in addition to all other guaranty obligations and is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 12 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Section are 12 shall be absolute and unconditional, irrespective of, and unaffected by: , THE GENUINENESS, VALIDITY, REGULARITY, ENFORCEABILITY OR ANY FUTURE AMENDMENT OF, OR CHANGE IN, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT TO WHICH ANY BORROWER IS OR MAY BECOME A PARTY; THE ABSENCE OF ANY ACTION TO ENFORCE THIS AGREEMENT (iINCLUDING THIS SECTION 12) The genuinenessOR ANY OTHER LOAN DOCUMENT OR THE WAIVER OR CONSENT BY AGENT AND LENDERS WITH RESPECT TO ANY OF THE PROVISIONS THEREOF; THE EXISTENCE, validityVALUE OR CONDITION OF, regularityOR FAILURE TO PERFECT ITS LIEN AGAINST, enforceability or any future amendment ofANY SECURITY FOR THE OBLIGATIONS OR ANY ACTION, or change inOR THE ABSENCE OF ANY ACTION, this Lease, any other Lease Document or any other agreement, document or instrument to which the other Lessee are or may become a party. BY AGENT AND LENDERS IN RESPECT THEREOF (ii) The absence of any action to enforce this Lease (including this Section) or any other Lease Document or the waiver or consent by Lessor with respect to any of the provisions thereof. (iii) The existence, value or condition of, or failure to perfect its Lien against, any security for Lessee’s obligations under the Lease Documents or any action, or the absence of any action, by Lessor in respect thereof (including, without limitation, the release of any such securityINCLUDING THE RELEASE OF ANY SUCH SECURITY). (iv) Any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full). (b) Each Lessee agrees that its obligations under this Section 18.5 are not discharged until the payment and performance, in full, of Lessee’s obligations under the Lease Documents has occurred (other than contingent indemnification obligations for which no claim has been threatened or asserted); THE INSOLVENCY OF ANY CREDIT PARTY; OR ANY OTHER ACTION OR CIRCUMSTANCES THAT MIGHT OTHERWISE CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A SURETY OR GUARANTOR. Each Lessee is treatedBorrower shall be regarded, and will shall be in the same position, as a principal obligor debtor with respect to Lessee’s obligations under the Lease Documents Obligations guaranteed hereunder. Each Lessee expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Lessor to proceed in respect of Lessee’s obligations under the Lease Documents guaranteed hereunder against the other Lessee or any other party or against any security for the payment and performance of Lessee’s obligations under the Lease Documents before proceeding against, or as a condition to proceeding against, that Lessee. Each Lessee agrees that any notice or directive given at any time to Lessor that is inconsistent with the waiver in the immediately preceding sentence will be null and void and may be ignored by Lessor, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Lease (including this Section 18.5) for the reason that such pleading or introduction would be at variance with the written terms of this Lease (including this Section 18.5), unless Lessor has specifically agreed otherwise in writing. It is agreed among the Lessee and Lessor that the foregoing waivers are of the essence of the transaction contemplated by this Lease and the other Lease Documents and that, but for the provisions of this Section and the waivers, Lessor would decline to enter into this Lease. (c) Each Lessee agrees that in no event does Lessor have any obligation (although it may be entitled, at its option) to proceed against the other Lessee or any other person or any real or personal property pledged to secure Lessee’s obligations under the Lease Documents before seeking satisfaction from that Lessee, and Lessor may proceed, prior or subsequent to, or simultaneously with, the enforcement of Lessor’s rights under this Section, to exercise any right or remedy that it may have against any property, real or personal, as a result of any Lien it may have as security for all or any portion of Lessee’s obligations under the Lease Documents. (d) In addition to the waivers contained elsewhere in this Section, Lessee waives, and agrees that it may not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, that may delay, prevent or otherwise affect the performance by that Lessee of the obligations under the Lease Documents guaranteed under, or the enforcement by Lessor of, this Section. Each Lessee waives diligence, presentment, and demand (whether for non-payment or protest or of acceptance, maturity, extension of time, change in nature or form of Lessee’s obligations under the Lease Documents, acceptance of further security, release of further security, composition or agreement arrived at as to the amount of, or the terms of, Lessee’s obligations under the Lease Documents, notice of adverse change in the other Lessee’ financial condition or any other fact that might increase the risk to that Lessee) with respect to any of Lessee’s obligations under the Lease Documents guaranteed hereunder or all other demands whatsoever and waives the benefit of all provisions of law that are or might be in conflict with the terms of this Section. Each Lessee represents, warrants and agrees that, as of the effective date of this Lease, its obligations under this Section are not subject to any offsets or defenses against Lessor or any other Lessee of any kind. Each Lessee further agrees that its obligations under this Section are not be subject to any counterclaims, offsets or defenses against Lessor or against the other Lessee of any kind that may arise in the future. (e) Notwithstanding anything to the contrary in this Lease or in any other Lease Document, and except as set forth in this Section, Lessee: (i) Subordinates and defers, to the fullest extent possible at all times before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted), on behalf of itself and its successors and assigns (including any surety) and any other person, 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 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 any claim against any person, and that a Lessee may have or hereafter acquire against the other Lessee or any person in connection with or as a result of Lessee’s performance of this Section, or any other documents to which that Lessee is a party or otherwise. (ii) Expressly and irrevocably subordinates and defers any “claim” (as that term is defined in the Bankruptcy Code) of any kind against the Lessee before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted), and further agrees that it may 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 the other Lessee by Lessor or any other person before the payment in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted). (iii) Acknowledges and agrees (x) that this subordination and deferral is intended to benefit Lessor and does not limit or otherwise effect that Lessee’s liability hereunder or the enforceability of this Section, and (y) that Lessor and its respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section. (f) If Lessor proceeds to realize its benefits under any of the Lease Documents giving or creating a Lien upon any Collateral or any real estate collateral (whether owned by a Lessee or by any other person), either by judicial foreclosure or by non-judicial sale or enforcement, Lessor may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section. If, in the exercise of any of its rights and remedies, Lessor forfeits any of its rights or remedies, including its right to enter a deficiency judgment against any Lessee or any other person, whether because of any applicable laws pertaining to “election of remedies” or the like, the Lessee consent to such action by Lessor and waive any claim based upon such action, even if such action by Lessor results in a full or partial loss of any rights of subrogation that a Lessee might otherwise have had but for such action by Lessor. Any election of remedies that results in the denial or impairment of Lessor’s right to seek a deficiency judgment against a Lessee does not impair the other Lessee’ obligation to pay the full amount of Lessee’s obligations under the Lease Documents. If Lessor bids at any foreclosure or trustee’s sale or at any private sale permitted by law or the Lease Documents, Lessor may bid all or less than the amount of Lessee’s obligations under the Lease Documents and the amount of such bid need not be paid by Lessor but will be credited against Lessee’s obligations under the Lease Documents. The amount of the successful bid at any such sale, whether by Lessor or any other successful bidder, are conclusively treated as be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of Lessee’s obligations under the Lease Documents is conclusively treated as the amount of Lessee’s obligations under the Lease Documents guaranteed under this Section, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Lessor might otherwise be entitled but for such bidding at any such sale. (g) The Lessee agree that the guaranty set forth in this Section 18.5 is a continuing guaranty that remains in full force and effect until the payment and performance in full of Lessee’s obligations under the Lease Documents (other than contingent indemnification obligations for which no claim has been threatened or asserted). (h) Each Lessee’s liability under this Section is limited to an amount not to exceed as of any date of determination the greater of: (i) the net amount of all obligations incurred by the other Lessee under this Lease and transferred to or directly benefiting the subject Lessee; or (ii) the Lessee’s Allocable Amount, after taking into account, among other things, that Lessee’s right of contribution and indemnification from the other Lessee under Section 18.4.