Common use of Cross-Guaranty Clause in Contracts

Cross-Guaranty. Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Administrative Agent, Revolver Agent and Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Administrative Agent, Revolver Agent and Lenders by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder 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 12 shall be absolute and unconditional, irrespective of, and unaffected by, (a) 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; (b) the absence of any action to enforce this Agreement (including this SECTION 12) or any other Loan Document or the waiver or consent by Administrative Agent, Revolver Agent and Lenders with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by Administrative Agent, Revolver Agent and Lenders in respect thereof (including the release of any such security); (d) the insolvency of any Credit Party; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations guaranteed hereunder.

Cross-Guaranty. Each Borrower hereby agrees (a) Notwithstanding that such Borrower is the Loan Parties are jointly and severally liable forfor all Obligations, if for any reason the Loan Parties are found in a final, non-appealable order not to be jointly and hereby severally liable for all Obligations, then provisions of this Section apply and each Loan Party absolutely and unconditionally guarantees to the Administrative Agent, Revolver Agent and Lenders each Lender, and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration acceleration, or otherwise) and performance of, of all Obligations owed or hereafter owing to Administrative Agent, Revolver Agent and Lenders by each other Borrower(excluding Excluded Hedging Obligations). Each Borrower agrees that its guaranty Loan Party’s Guaranty obligation hereunder is in addition to all other Guaranty obligations and is a continuing guaranty of payment and performance Guaranty (and not of collectiona collection Guaranty), that and 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 12 shall be Section are absolute and unconditional, irrespective of, and unaffected not affected by,: (ai) the The genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document document, or instrument to which any Borrower is the other Loan Parties are or may become a party;. (ii) The Administrative Agent or the Lenders, as applicable, not enforcing the Loan Documents (including this Section). (iii) The existence, value, or condition of any Collateral, the Administrative Agent not perfecting its Lien on any Collateral, the Administrative Agent releasing any Collateral, or any Person liable for the Obligations. (iv) Any other action or circumstances that could be a legal or equitable defense of a surety or guarantor. (b) the absence of The Administrative Agent does not have to proceed against any action to enforce this Agreement other Person (including this SECTION 12any other Loan Party) or any other Collateral before requiring payment by any one or more of the Loan Document Parties. The Administrative Agent may proceed, before, after, or at the waiver same time to enforce its rights under this Section and against any Collateral. (c) Each Loan Party waives and agrees that it may not at any time insist on, plead, or consent by Administrative Agentclaim, Revolver Agent or take the benefit or advantage of any laws, claims, or doctrines related to appraisal, valuation, stay, extension, marshaling, redemption, or exemption. Each Loan Party waives with respect to its obligations and Lenders with respect to any of the provisions thereof; Obligations: (ci) all defenses with respect to diligence, presentment, demand, maturity, extension of time, change in nature or form of the existenceObligations, value acceptance, release of security, composition, or condition agreement arrived at as to the amount of, or failure to perfect its Lien againstthe terms of, any security for the Obligations or any actionObligations, or other than payment in full of the absence Obligations; (ii) notice of any action, by Administrative Agent, Revolver Agent adverse change in the other Loan Parties’ financial condition; and Lenders in respect thereof (including the release of any such security); (d) the insolvency of any Credit Party; or (eiii) any other action or circumstances which fact that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorincrease the risk to that Loan Party. Each Borrower shall Loan Party also waives the benefit of all provisions of law that are or might be regardedin conflict with the terms of this Section. Each Loan Party represents, warrants, and shall agrees that its obligations under this Section are not and will not be subject to any setoffs, defenses, or counterclaims. Each Loan Party’s obligations under this Section remain in full force and effect until the Obligations have been irrevocably paid and performed in full and the Loan Documents have been terminated (other than contingent obligations with respect to which no claim has been asserted or threatened). Each Loan Party is in the same position, position as a principal debtor with respect to the Obligations and expressly waives all rights it has and may have to require that the Administrative Agent or the Lenders, as applicable, proceed against any other Loan Party or any Collateral before proceeding against, or as a condition to proceeding against, that Loan Party. The parties acknowledge that, but for the provisions of this Section (including the waivers), none of the Administrative Agent or any Lender would enter into the Loan Documents. (d) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, until the Obligations are irrevocably paid and performed in full (other than contingent obligations with respect to which no claim has been asserted or threatened) and the Loan Documents are terminated, each Loan Party: (i) Subordinates and defers all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, setoff, or any other rights that a surety could have against a principal, a guarantor, a maker, a co-maker, an obligor, an accommodation party, a holder, a transferee, and that a Loan Party may have against any Person (including another Loan Party) in connection with or as a result of a Loan Party performing its obligations under the Loan Documents or any other agreements. (ii) Irrevocably subordinates and defers any “claim” (as defined in the Bankruptcy Code) against any Person (including the other Loan Parties and any surety for any of the Obligations), either directly or as an attempted set off to any action instituted by the Administrative Agent against any Person (including the other Loan Parties). (iii) Acknowledges and agrees (x) that this subordination and deferral is intended to benefit the Administrative Agent and the Lenders and does not limit or otherwise affect that Loan Party’s liability or the enforceability of this Section and (y) that the Administrative Agent, each Lender, and their respective successors and assigns are intended third-party beneficiaries of the waivers and agreements set forth in this Section. (e) If the Administrative Agent enforces its rights with respect to any Collateral (either by judicial foreclosure or by non-judicial sale or enforcement), the Administrative Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights, remedies, and benefits under this Section. If, in the exercise of any of its rights and remedies, the Administrative Agent forfeits any of its rights or remedies, including its right to enter a deficiency judgment against any Loan Party or any other Person, whether because of any applicable laws relating to “election of remedies” or similar laws, the Loan Parties consent to that action by the Administrative Agent and waive any claim based on that action, even if the action by the Administrative Agent results in a full or partial loss of any subrogation or other rights that a Loan Party might otherwise have had but for the Administrative Agent’s action. Any election of remedies that results in the denial or impairment of the Administrative Agent’s right to seek a deficiency judgment against a Loan Party does not impair the other Loan Parties’ obligation to pay the full amount of the Obligations. If the Administrative Agent bids at any foreclosure sale, trustee sale, or at any private sale, the Administrative Agent may bid all or less than the amount of the Obligations and the amount of the Administrative Agent’s bid need not be paid by the Administrative Agent but will instead be credited against the Obligations. The amount of the successful bid at any such sale, whether by the Administrative Agent or any other bidder, is conclusively treated as the fair market value of the Collateral (and the difference between that bid amount and the remaining balance of the Obligations is conclusively treated as the amount of the Obligations guaranteed hereunderunder this Section, notwithstanding that any law, court decision, or ruling may have the effect of reducing the amount of the deficiency claim but for bidding at any sale). (f) The Guaranty in this Section is a continuing Guaranty that remains in full force and effect until the Obligations have been irrevocably paid and performed in full (other than contingent obligations with respect to which no claim has been asserted or threatened) and the Loan Documents have been terminated. (g) Each Loan Party’s liability under this Section is limited to an amount not to exceed on any determination date the greater of (i) or (ii): (i) The net amount of all Loans to or for the benefit of the other Loan Parties under this Agreement and then re-loaned or otherwise transferred to or directly benefiting the subject Loan Party. (ii) The Loan Party’s Allocable Amount, after taking into account, among other things, that Loan Party’s right of contribution and indemnification from the other Loan Parties under Section 14.4.

Cross-Guaranty. Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Administrative Agent, Revolver Agent and Lenders each Lender and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations Indebtedness owed or hereafter owing to Administrative Agent, Revolver Agent and Lenders each Lender by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this SECTION 12 Section 11 shall not be discharged until payment and performance, in full, of the Obligations Indebtedness has occurred, and that its obligations under this SECTION 12 Section 11 shall be absolute and unconditional, irrespective of, and unaffected by, (a) , the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document Ancillary Agreement or any other agreement, document or instrument to which any Borrower is or may become a party; (b) ; the absence of any action to enforce this Agreement (including this SECTION 12Section 11) or any other Loan Document Ancillary Agreement or the waiver or consent by Administrative Agent, Revolver Agent and Lenders each Lender with respect to any of the provisions thereof; (c) ; the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations Indebtedness or any action, or the absence of any action, by Administrative Agent, Revolver Agent and Lenders each Lender in respect thereof (including the release of any such security); (d) ; the insolvency of any Credit PartyBorrower; or (e) or any other action or circumstances which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations Indebtedness guaranteed hereunder.

Cross-Guaranty. Section 9.1 Cross-Guaranty. Each Guarantor (including, for the avoidance of doubt, the US Term Note Borrower hereby agrees that such and the US Last Out Term Note Borrower is with respect to the Obligations of the UK Borrower and each US Term Note Borrower with respect to the Obligations of each other US Term Note Borrower), jointly and severally liable forseverally, and hereby absolutely and unconditionally guarantees to Administrative the Agent, Revolver Agent and Lenders the Lenders, the Holders and their respective successors and assigns, assigns the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Administrative Agent(and for the avoidance of doubt, Revolver Agent each Borrower, in its capacity as a Guarantor, so guarantees the payment and Lenders by performance of the Obligations of each other BorrowerBorrower under each Note). Each Borrower Guarantor agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this SECTION 12 ARTICLE 9 shall not be discharged until payment and performance, in full, of the Obligations under the Transaction Documents has occurredoccurred and all commitments (if any) to lend hereunder have been terminated, and that its obligations under this SECTION 12 ARTICLE 9 shall be absolute and unconditional, irrespective of, and unaffected by,: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Transaction Document or any other agreement, document or instrument to which any Borrower Credit Party is or may become a party; (b) the absence of any action to enforce this Agreement (including this SECTION 12ARTICLE 9) or any other Loan Transaction Document or the waiver or consent by Administrative the Agent, Revolver Agent and the Lenders or the Holders with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by Administrative Agent, Revolver Agent and Lenders in respect thereof (including the release of any such security); (d) the insolvency Insolvency of any Credit PartyParty or Subsidiary; or (ed) any other action or circumstances which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations obligations guaranteed hereunder.

Cross-Guaranty. Each In order to induce the Lenders, Administrative Agent and Term Loan B Agent to execute and deliver this Agreement and to make the extensions of credit hereunder, and in consideration thereof, each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Administrative Agent, Revolver Term Loan B Agent and Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Administrative Agent, Revolver Term Loan B Agent and Lenders by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this SECTION Section 12 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this SECTION Section 12 shall be absolute and unconditional, irrespective of, and unaffected by, (a) 12.1.1. 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; (b) 12.1.2. the absence of any action to enforce this Agreement (including this SECTION Section 12) or any other Loan Document or the waiver or consent by Administrative Agent, Revolver Agent and Lenders with respect to any of the provisions thereof; (c) 12.1.3. the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by Administrative Agent, Revolver Term Loan B Agent and Lenders in respect thereof (including the release of any such security); (d) 12.1.4. the insolvency of any Credit PartyBorrower, any Subsidiary of any Borrower or any Guarantor; or (e) 12.1.5. any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations guaranteed hereunder.

Cross-Guaranty. Each Borrower hereby agrees (a) Notwithstanding that such Borrower is the Loan Parties are jointly and severally liable forfor all Obligations, if for any reason the Loan Parties are found in a final, non-appealable order not to be jointly and hereby severally liable for all Obligations, then provisions of this Section apply and each Loan Party absolutely and unconditionally guarantees to the Administrative Agent, Revolver Agent and Lenders each Lender, and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration acceleration, or otherwise) and performance of, of all Obligations owed or hereafter owing to Administrative Agent, Revolver Agent and Lenders by each other Borrower(excluding Excluded Hedging Obligations). Each Borrower agrees that its guaranty Loan Party’s Guaranty obligation hereunder is in addition to all other Guaranty obligations and is a continuing guaranty of payment and performance Guaranty (and not of collectiona collection Guaranty), that and 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 12 shall be Section are absolute and unconditional, irrespective of, and unaffected not affected by,: (ai) the The genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document document, or instrument to which any Borrower is the other Loan Parties are or may become a party;. (ii) The Administrative Agent or the Lenders, as applicable, not enforcing the Loan Documents (including this Section). (iii) The existence, value, or condition of any Collateral, the Administrative Agent not perfecting its Lien on any Collateral, the Administrative Agent releasing any Collateral, or any Person liable for the Obligations. (iv) Any other action or circumstances that could be a legal or equitable defense of a surety or guarantor. (b) the absence of The Administrative Agent does not have to proceed against any action to enforce this Agreement other Person (including this SECTION 12any other Loan Party) or any other Collateral before requiring payment by any one or more of the Loan Document Parties. The Administrative Agent may proceed, before, after, or at the waiver same time to enforce its rights under this Section and against any Collateral. (c) Each Loan Party waives and agrees that it may not at any time insist on, plead, or consent by Administrative Agentclaim, Revolver Agent or take the benefit or advantage of any laws, claims, or doctrines related to appraisal, valuation, stay, extension, marshaling, redemption, or exemption. Each Loan Party waives with respect to its obligations and Lenders with respect to any of the provisions thereof; Obligations: (ci) all defenses with respect to diligence, presentment, demand, maturity, extension of time, change in nature or form of the existenceObligations, value acceptance, release of security, composition, or condition agreement arrived at as to the amount of, or failure to perfect its Lien againstthe terms of, any security for the Obligations or any actionObligations, or other than payment in full of the absence Obligations; (ii) notice of any action, by Administrative Agent, Revolver Agent adverse change in the other Loan Parties’ financial condition; and Lenders in respect thereof (including the release of any such security); (d) the insolvency of any Credit Party; or (eiii) any other action or circumstances which fact that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorincrease the risk to that Loan Party. Each Borrower shall Loan Party also waives the benefit of all provisions of law that are or might be regardedin conflict with the terms of this Section. Each Loan Party represents, warrants, and shall agrees that its obligations under this Section are not and will not be subject to any setoffs, defenses, or counterclaims. Each Loan Party’s obligations under this Section remain in full force and effect until the Obligations have been irrevocably paid and performed in full and the Loan Documents have been terminated (other than contingent obligations with respect to which no claim has been asserted or threatened). Each Loan Party is in the same position, position as a principal debtor with respect to the Obligations and expressly waives all rights it has and may have to require that the Administrative Agent or the Lenders, as applicable, proceed against any other Loan Party or any Collateral before proceeding against, or as a condition to proceeding against, that Loan Party. The parties acknowledge that, but for the provisions of this Section (including the waivers), none of the Administrative Agent or any Lender would enter into the Loan Documents. (d) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, until the Obligations are irrevocably paid and performed in full (other than contingent obligations with respect to which no claim has been asserted or threatened), each Loan Party: (i) Subordinates and defers all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, setoff, or any other rights that a surety could have against a principal, a guarantor, a maker, a co-maker, an obligor, an accommodation party, a holder, a transferee, and that a Loan Party may have against any Person (including another Loan Party) in connection with or as a result of a Loan Party performing its obligations under the Loan Documents or any other agreements. (ii) Irrevocably subordinates and defers any “claim” (as defined in the Bankruptcy Code) against any Person (including the other Loan Parties and any surety for any of the Obligations), either directly or as an attempted set off to any action instituted by the Administrative Agent against any Person (including the other Loan Parties). (iii) Acknowledges and agrees (x) that this subordination and deferral is intended to benefit the Administrative Agent and the Lenders and does not limit or otherwise affect that Loan Party’s liability or the enforceability of this Section and (y) that the Administrative Agent, each Lender, and their respective successors and assigns are intended third-party beneficiaries of the waivers and agreements set forth in this Section. (e) If the Administrative Agent enforces its rights with respect to any Collateral (either by judicial foreclosure or by non-judicial sale or enforcement), the Administrative Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights, remedies, and benefits under this Section. If, in the exercise of any of its rights and remedies, the Administrative Agent forfeits any of its rights or remedies, including its right to enter a deficiency judgment against any Loan Party or any other Person, whether because of any applicable laws relating to “election of remedies” or similar laws, the Loan Parties consent to that action by the Administrative Agent and waive any claim based on that action, even if the action by the Administrative Agent results in a full or partial loss of any subrogation or other rights that a Loan Party might otherwise have had but for the Administrative Agent’s action. Any election of remedies that results in the denial or impairment of the Administrative Agent’s right to seek a deficiency judgment against a Loan Party does not impair the other Loan Parties’ obligation to pay the full amount of the Obligations. If the Administrative Agent bids at any foreclosure sale, trustee sale, or at any private sale, the Administrative Agent may bid all or less than the amount of the Obligations and the amount of the Administrative Agent’s bid need not be paid by the Administrative Agent but will instead be credited against the Obligations. The amount of the successful bid at any such sale, whether by the Administrative Agent or any other bidder, is conclusively treated as the fair market value of the Collateral (and the difference between that bid amount and the remaining balance of the Obligations is conclusively treated as the amount of the Obligations guaranteed hereunderunder this Section, notwithstanding that any law, court decision, or ruling may have the effect of reducing the amount of the deficiency claim but for bidding at any sale). (f) The Guaranty in this Section is a continuing Guaranty that remains in full force and effect until the Obligations are irrevocably paid and performed in full. (g) Each Loan Party’s liability under this Section is limited to an amount not to exceed on any determination date the greater of (i) or (ii): (i) The net amount of all Loans to or for the benefit of the other Loan Parties under this Agreement and then re-loaned or otherwise transferred to or directly benefiting the subject Loan Party. (ii) The Loan Party’s Allocable Amount, after taking into account, among other things, that Loan Party’s right of contribution and indemnification from the other Loan Parties under Section 14.4.

Cross-Guaranty. Each Borrower hereby agrees (a) Notwithstanding that such Borrower is Borrowers are jointly and severally liable forfor all Obligations, if for any reason Borrowers are found in a final, non-appealable order not to be jointly and hereby severally liable for all Obligations, then provisions of this Section 12.10 apply and Borrower absolutely and unconditionally guarantees to Administrative Agent, Revolver Agent Lender and Lenders and their respective its successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration acceleration, or otherwise) and performance of, of all Obligations owed or hereafter owing to Administrative Agent, Revolver Agent and Lenders by each other Obligations. Borrower. Each Borrower agrees that its 's guaranty obligation hereunder is in addition to all other guaranty obligations and is a continuing guaranty of payment and performance guaranty (and not of collectiona collection guaranty), that and 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 12 shall be Section 12.10 are absolute and unconditional, irrespective of, and unaffected by, not affected by (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document document, or instrument to which any Borrower is the other Loan Parties are or may become a party;; (ii) Lender not enforcing the Loan Documents (including this Section 12.10); (iii) the existence, value, or condition of any Collateral, Lender not perfecting its Lien on any Collateral, Lender releasing any Collateral, or any Person liable for the Obligations; or (iv) any other action or circumstances that could be a legal or equitable defense of a surety or guarantor. (b) the absence of Lender does not have to proceed against any action to enforce this Agreement other Person (including this SECTION 12any other Loan Party) or any other Collateral before requiring payment by any one or more of the Loan Document Parties. Lender may proceed, before, after, or at the waiver same time to enforce its rights under this Section 12.10 and against any Collateral. (c) ▇▇▇▇▇▇▇▇ waives and agrees that it may not at any time insist on, plead, or consent by Administrative Agentclaim, Revolver Agent and Lenders or take the benefit or advantage of any laws, claims, or doctrines related to appraisal, valuation, stay, extension, marshaling, redemption, or exemption. Borrower waives with respect to any of the provisions thereof; Obligations: (ci) all defenses with respect to diligence, presentment, demand, maturity, extension of time, change in nature or form of the existenceObligations, value acceptance, release of security, composition, or condition agreement arrived at as to the amount of, or failure to perfect its Lien againstthe terms of, any security for the Obligations or any action, or Obligations; (ii) notice of adverse change in the absence of any action, by Administrative Agent, Revolver Agent other Loan Parties' financial condition; and Lenders in respect thereof (including the release of any such security); (d) the insolvency of any Credit Party; or (eiii) any other action fact that might increase the risk to that Loan Party. ▇▇▇▇▇▇▇▇ also waives the benefit of all provisions of law that are or circumstances which might otherwise constitute a legal or equitable discharge or defense be in conflict with the terms of a surety or guarantorthis Section 12.10. Each Borrower shall be regardedrepresents, warrants, and shall agrees that its obligations under this Section 12.10 are not and will not be subject to any setoffs, defenses, or counterclaims. Borrower's obligations under this Section 12.10 remain in full force and effect until the Obligations have been irrevocably paid and performed in full and the Loan Documents have been terminated (other than contingent obligations with respect to which no claim has been asserted or threatened). Borrower is in the same position, position as a principal debtor with respect to the Obligations guaranteed hereunderand expressly waives all rights it has and may have to require that Lender proceed against any other Loan Party or any Collateral before proceeding against, or as a condition to proceeding against, that Loan Party. The parties acknowledge that, but for the provisions of this Section 12.10 (including the waivers), ▇▇▇▇▇▇ would not enter into the Loan Documents. (d) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, until the Obligations are irrevocably paid and performed in full (other than contingent obligations with respect to which no claim has been asserted or threatened), Borrower (i) irrevocably subordinates and defers all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, setoff, or any other rights that a surety could have against a principal, a guarantor, a maker, a co-maker, an obligor, an accommodation party, a holder, a transferee, and that a Loan Party may have against any Person (including another Loan Party) in connection with or as a result of a Loan Party performing its obligations under the Loan Documents or any other agreements; (ii) irrevocably subordinates and defers any "claim" (as defined in the Bankruptcy Code) against any Person (including the other Loan Parties and any surety for any of the Obligations), either directly or as an attempted set off to any action instituted by Lender against any Person (including the other Loan Parties); and (iii) acknowledges and agrees (x) that this subordination and deferral is intended to benefit Lender and does not limit or otherwise affect that Loan Party's liability or the enforceability of this Section 12.10; and (y) that Lender and its respective successors and assigns are intended third-party beneficiaries of the waivers and agreements set forth in this Section 12.10. (e) If Lender enforces its rights with respect to any Collateral (either by judicial foreclosure or by non-judicial sale or enforcement), Lender may, at its discretion, determine which of its remedies or rights it may pursue without affecting any of its rights, remedies, and benefits under this Section 12.10. The guaranty in this Section 12.10 is a continuing Guaranty that remains in full force and effect until the Obligations are irrevocably paid and performed in full.

Cross-Guaranty. Each Guarantor (including, for the avoidance of doubt, the US Term Note Borrower hereby agrees that such and the US Last Out Term Note Borrower is with respect to the Obligations of the UK Borrower and each US Term Note Borrower with respect to the Obligations of each other US Term Note Borrower), jointly and severally liable forseverally, and hereby absolutely and unconditionally guarantees to Administrative the Agent, Revolver Agent and Lenders the Lenders, the Holders and their respective successors and assigns, assigns the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Administrative Agent(and for the avoidance of doubt, Revolver Agent each Borrower, in its capacity as a Guarantor, so guarantees the payment and Lenders by performance of the Obligations of each other BorrowerBorrower under each Note). Each Borrower Guarantor agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this SECTION 12 ARTICLE 9 shall not be discharged until payment and performance, in full, of the Obligations under the Transaction Documents has occurredoccurred and all commitments (if any) to lend hereunder have been terminated, and that its obligations under this SECTION 12 ARTICLE 9 shall be absolute and unconditional, irrespective of, and unaffected by,: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Transaction Document or any other agreement, document or instrument to which any Borrower Credit Party is or may become a party; (b) the absence of any action to enforce this Agreement (including this SECTION 12ARTICLE 9) or any other Loan Transaction Document or the waiver or consent by Administrative the Agent, Revolver Agent and the Lenders or the Holders with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by Administrative Agent, Revolver Agent and Lenders in respect thereof (including the release of any such security); (d) the insolvency Insolvency of any Credit PartyParty or Subsidiary; or (ed) any other action or circumstances which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Each Borrower Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations obligations guaranteed hereunder.