Common use of Unconditional Nature of Liability Clause in Contracts

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to the Loans and other Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower for the payment of any of the Obligations, (viii) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ix) the disallowance of all or any portion of Agent's or any Xxxxxx's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (x) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein), against any or all of Borrowers to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower before pursuing another Borrower. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower unconditional, irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or forbearance, granting of any indulgence or departure from any Loan Document provision by Agent or any Lender Bank with respect to any provision of the Obligations or any instrument executed by any other Borrower or agreement evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower Borrowers and delivered to Agent or any LenderBank, (iv) the failure by Agent Bank to take any steps to perfect or maintain the perfected status of its any security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations Obligations, or Agent's Bank’s release or exchange of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' Bank’s election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any Borrower, any guarantor, any surety or any other Borrower obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default thereunder (but subject to the terms of such amendment, modification or waiver), (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any Xxxxxx's Bank’s claims against any other another Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower, any guarantor, any surety or any other Borrowerobligor as a result of their status as a guarantor, surety or other obligor under law or equity. After the occurrence and during the continuance of At any time an Event of DefaultDefault exists, Agent Bank may proceed directly and at once, without notice to any Borrower (except as provided herein)Borrower, any guarantor, any surety or any other obligor, against any Borrower, any guarantor, any surety or all of Borrowers any other obligor to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Borrower, guarantor, surety or other obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent any Bank under applicable law to pursue or exhaust its remedies against any Collateral or any Borrower, any guarantor, any surety or any other Borrower obligor before pursuing another such Borrower, such guarantor, such surety or such other obligor. Each Borrower consents and agrees that Agent Bank shall be under no obligation to marshal any assets in favor of any Borrower Borrower, any guarantor, any surety or any other obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's ’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's ’s or Lenders' ’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default thereunder, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's ’s or any Xxxxxx's Lender’s claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower; provided, however, nothing contained in the foregoing shall limit Borrowers’ right to institute an action for any alleged breach by Agent or any Lender of any of its obligations hereunder. Under no circumstances shall Borrower be construed to have waived defenses based upon payment, willful misconduct, gross negligence or general principles of equity and fairness. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each U.S. Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by any Agent, any Collateral Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to any Agent, any Collateral Agent or any Lender, (iv) the failure by any Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or any Agent's ’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's Agents’, Collateral Agents’ or Lenders' ’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy CodeCode or similar provision under another Debtor Relief Law, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy CodeCode or similar provision under another Debtor Relief Law, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Credit Documents or any waiver of a Default or Event of Default, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of any Agent's ’s, any Collateral Agents’ or any Xxxxxx's Lender’s claims against any other Borrower Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy CodeCode or similar provision under another Debtor Relief Law, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent the Agents may proceed directly and at once, without notice to any Borrower (except as provided herein)U.S. Borrower, against any or all of U.S. Borrowers to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or against any Collateral or other security for the payment or performance of any of the Obligations, and each U.S. Borrower waives any provision under Applicable Law that might otherwise require Agent under applicable law the Agents to pursue or exhaust its their remedies against any Collateral or other Borrower before pursuing another U.S. Borrower. Each U.S. Borrower consents and agrees that Agent the Agents shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's ’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's ’s or Lenders' ’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Credit Documents or any waiver of a Default or Event of Default (unless such amendment, modification or waiver specifically amends, modifies or waives such liability), (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's ’s or any Xxxxxx's Lender’s claims against any other Borrower Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein), Obligor against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under applicable law that might otherwise require Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of the Loans Obligations (as provided for in Section 3.4.1 above) shall be absolute, unconditional and other Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrevocable irrespective of (i) the any lack of validity, enforceability, avoidance legality or subordination enforceability of any of Loan Document, (ii) the Obligations or failure of any Secured Party (A) to assert any claim or demand or to enforce any right or remedy against any Borrower or any other document evidencing Person (including a guarantor) under the provisions of any Loan Document or otherwise, or (B) to exercise any right or remedy against any other borrower (including any Borrower) of, or collateral securing, any Obligations, (iii) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, (ii) the absence or any other extension, compromise or renewal of any attempt Obligation, (iv) any reduction, limitation, impairment or termination of any Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to collect (and each Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise, (v) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the Obligations from any other Borrower or any Collateral or other security therefor, or the absence terms of any other action to enforce the sameLoan Document, (iiivi) the waiverany addition, consent, extension, forbearance exchange or granting release of any indulgence by Agent collateral or any Lender with respect to any provision of any instrument executed by any other Person that is (or will become) a borrower (including a Borrower evidencing or securing the payment of any hereunder) of the Obligations, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other agreement now or hereafter executed guaranty held by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower for the payment of Secured Party securing any of the Obligations, (viii) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ix) the disallowance of all or any portion of Agent's or any Xxxxxx's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, ; or (xvii) any other circumstance that which might otherwise constitute a defense available to, or a legal or equitable discharge or defense of of, any other Borrower. After the occurrence and during the continuance of , any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein), against any or all of Borrowers to collect and recover all surety or any part of the Obligations, without first proceeding against any other Borrower or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower before pursuing another Borrower. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligationsguarantor.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to the Loans and other Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower for the payment of any of the Obligations, (viii) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ix) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (x) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein), against any or all of Borrowers to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower before pursuing another Borrower. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of the Obligations or any instrument executed by any other Borrower Instrument or agreement evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent Lender to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations Obligations, or AgentLender's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or LendersLender' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default thereunder, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other BorrowerObligor. After the occurrence and during the continuance of At any time an Event of DefaultDefault exists, Agent Lender may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent Lender under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing such Borrower or another BorrowerObligor. Each Borrower consents and agrees that Agent Lender shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor (or Bank Products Obligor) or any Collateral or other security thereforCollateral, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower Obligor (or Bank Products Obligor) and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's ’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's ’s or Lenders' ’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other BorrowerObligor (or Bank Products Obligor), as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor (or Bank Products Obligor) for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or Event of Default, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's ’s or any Xxxxxx's Lender’s claims against any other Borrower Obligor (or Bank Products Obligor) for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, (xi) any change in the corporate existence or structure of any other Obligor; (xii) any law or regulation of any jurisdiction or any event affecting any term of any Obligation; or (xxiii) any other circumstance that might constitute a legal or equitable discharge or defense of any other BorrowerObligor (or Bank Products Obligor); provided, however, nothing contained in the foregoing shall limit any Obligor’s right to institute an action for any alleged breach by Agent or any Lender of any obligations hereunder. Under no circumstances shall Borrowers be construed to have waived defenses based upon Full Payment with respect to any Obligation, willful misconduct or gross negligence. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors (or Bank Products Obligor) to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor (or Bank Products Obligor) or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under Applicable Law that might otherwise require Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor (or Bank Products Obligor) before pursuing another BorrowerObligor (or Bank Products Obligor). Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor (or Bank Pro ducts Obligor) or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or Event of Default, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any Obligor (other Borrowerthan Full Payment of the Obligations). After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under Applicable Law to the fullest extent permitted by Applicable Law that might otherwise require Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or Event of Default, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any Obligor (other Borrowerthan Full Payment of the Obligations). After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under Applicable Law to the fullest extent permitted by Applicable Law that might otherwise require Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations. No Reduction in Liability for Obligations . No payment or payments made by an Obligor or received or collected by Agent from a Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement, each of whom shall remain jointly and severally liable for the payment and performance of all Loans and other Obligations until Full Payment of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Loan Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (iv) the failure by the Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or the Administrative Agent's ’s release of any Collateral or of its Liens upon any Collateral, (v) the Administrative Agent's ’s or Lenders' any Lender’s election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, Borrower as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Loan Party for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or an Event of Default, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of the Administrative Agent's ’s or any Xxxxxx's Lender’s claims against any other Borrower Loan Party for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other BorrowerLoan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Loan Party, against any or all of Borrowers the Loan Parties to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Loan Party or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under applicable law that might otherwise require the Administrative Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower any Loan Party before pursuing another BorrowerLoan Party. Each Borrower consents and agrees that the Administrative Agent shall be under no obligation to marshal any assets in favor of any Borrower Loan Party or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Revolver Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by DIP Agent or any DIP Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to DIP Agent or any DIP Lender, (iv) the failure by DIP Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights toto or interests in, any of the Collateral or other security for the payment or performance of any of the Obligations or DIP Agent's ’s release of any Collateral or any of its Liens upon any Collateral, (v) DIP Agent's ’s or DIP Lenders' ’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the DIP Loan Documents or waiver of any Default or Event of Default thereunder, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ix) the disallowance of all or any portion of Agent's or any Xxxxxx's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (x) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower; provided, however, nothing contained in the foregoing shall limit Borrowers’ right to institute an action for any alleged breach by DIP Agent or any DIP Lender of any of its obligations hereunder. Under no circumstances shall any Borrower be construed to have waived defenses based upon payment, willful misconduct, gross negligence or general principles of equity and fairness. After the occurrence and during the continuance of any Event of Default, DIP Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require DIP Agent under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that DIP Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ---------------------------------- joint and several liability hereunder with respect to the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Laws, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Loan Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent Lender to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or AgentLender's release of any Collateral or of its Liens upon any Collateral, (v) AgentLender's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower for the payment of any of the Obligations, (viii) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ix) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xviii) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Whenever an Event of DefaultDefault exists, Agent Lender may proceed directly and at once, without notice to any Borrower (except as provided herein)notice, against any or all of Borrowers the Loan Parties to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Loan Party or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower before pursuing another Borrower. Each Borrower consents and agrees that Agent Lender shall be under no obligation to marshal marshall any assets in favor of any Borrower Loan Party or against or in payment of payxxxx xx any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Administrative Agent or any Lender, (iv) the failure by Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Administrative Agent's release of any Collateral or of its Liens upon any Collateral, (v) Administrative Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or Event of Default, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Administrative Agent's or any XxxxxxLender's claims against any other Borrower Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any Obligor (other Borrowerthan prior payment). After the occurrence and during the continuance of any Event of Default, Administrative Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under Applicable Law that might otherwise require Administrative Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Administrative Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by any Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to any Agent or any Lender, (iv) the failure by Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Administrative Agent's ’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's Agents’ or Lenders' ’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Credit Documents or any waiver of a Default or Event of Default, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of any Agent's ’s or any Xxxxxx's Lender’s claims against any other Borrower Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Administrative Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Borrower, against any or all of Borrowers to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under Applicable Law that might otherwise require Administrative Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower before pursuing another Borrower. Each Borrower consents and agrees that Administrative Agent shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each U.S. Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by any Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to any Agent or any Lender, (iv) the failure by any Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or any Agent's ’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's Agents’ or Lenders' ’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy CodeCode or similar provision under another Debtor Relief Law, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy CodeCode or similar provision under another Debtor Relief Law, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Credit Documents or any waiver of a Default or Event of Default, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of any Agent's ’s or any Xxxxxx's Lender’s claims against any other Borrower Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy CodeCode or similar provision under another Debtor Relief Law, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent the Agents may proceed directly and at once, without notice to any Borrower (except as provided herein)U.S. Borrower, against any or all of U.S. Borrowers to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or against any Collateral or other security for the payment or performance of any of the Obligations, and each U.S. Borrower waives any provision under Applicable Law that might otherwise require Agent under applicable law the Agents to pursue or exhaust its their remedies against any Collateral or other Borrower before pursuing another U.S. Borrower. Each U.S. Borrower consents and agrees that Agent the Agents shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Revolving Loans and other Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender the Lenders with respect to any provision of the Obligations or any instrument executed by any other Borrower or agreement evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Administrative Agent or any Lender, (iv) the failure by Administrative Agent or the Lenders to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations Obligations, or Administrative Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any a Borrower or other Borrower Obligor for the payment of any of the Obligations, (viiivi) any amendment or modification of any of the DIP Loan Documents or waiver of any Default or Event of Default thereunder, (vii) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ix) the disallowance of all or any portion of Agent's or any Xxxxxx's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, same or (xviii) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower or other BorrowerObligor. After the occurrence and during the continuance of At any time an Event of DefaultDefault exists, Administrative Agent and the Lenders may proceed directly and at once, without notice to any Borrower (except as provided herein)or other Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Administrative Agent or the Lenders under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing such Borrower or another BorrowerObligor. Each Borrower consents and agrees that neither Administrative Agent nor the Lenders shall be under no any obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's ’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's ’s or Lenders' ’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default thereunder, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's ’s or any Xxxxxx's Lender’s claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender Fremont with respect to any provision of the Obligations or any instrument executed by any other Borrower or agreement evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any LenderFremont, (iv) the failure by Agent Fremont to take any steps to perfect or maintain the perfected status of its security interest in or Lien lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations Obligations, or AgentFremont's release of any Collateral or of its Liens liens upon any Collateral, (v) Agent's or LendersFremont' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or waiver of any Default Event of Default thereunder, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any XxxxxxFremont's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other BorrowerObligor. After the occurrence and during the continuance of At any time an Event of DefaultDefault exists, Agent Fremont may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent Fremont under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing such Borrower or another BorrowerObligor. Each Borrower consents and agrees that Agent Fremont shall be under no obligation to marshal any marsxxxx xxx assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Revolving Loans and other Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender the Lenders with respect to any provision of the Obligations or any instrument executed by any other Borrower or agreement evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (iv) the failure by the Administrative Agent or the Lenders to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations Obligations, or the Administrative Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any a Borrower or other Borrower Obligor for the payment of any of the Obligations, (viiivi) any amendment or modification of any of the DIP Loan Documents or waiver of any Default or Event of Default thereunder, (vii) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ix) the disallowance of all or any portion of Agent's or any Xxxxxx's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, same or (xviii) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower or other BorrowerObligor. After the occurrence and during the continuance of At any time an Event of DefaultDefault exists, the Administrative Agent and the Lenders may proceed directly and at once, without notice to any Borrower (except as provided herein)or other Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing such Borrower or another BorrowerObligor. Each Borrower consents and agrees that neither the Administrative Agent nor the Lenders shall be under no any obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower unconditional, irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or forbearance, granting of any indulgence or departure from any Loan Document provision by Agent or any Lender Bank with respect to any provision of the Obligations or any instrument executed by any other Borrower or agreement evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower Borrowers and delivered to Agent or any LenderBank, (iv) the failure by Agent Bank to take any steps to perfect or maintain the perfected status of its any security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations Obligations, or AgentBank's release or exchange of any Collateral or of its Liens upon any Collateral, (v) AgentBank's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2111l(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any Borrower, any guarantor, any surety or any other Borrower obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default thereunder (but subject to the terms of such amendment, modification or waiver), (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any XxxxxxBank's claims against any other another Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower, any guarantor, any surety or any other Borrowerobligor as a result of their status as a guarantor, surety or other obligor under law or equity. After the occurrence and during the continuance of At any time an Event of DefaultDefault exists, Agent Bank may proceed directly and at once, without notice to any Borrower (except as provided herein)Borrower, any guarantor, any surety or any other obligor, against any Borrower, any guarantor, any surety or all of Borrowers any other obligor to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Borrower, guarantor, surety or other obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent any Bank under applicable law to pursue or exhaust its remedies against any Collateral or any Borrower, any guarantor, any surety or any other Borrower obligor before pursuing another such Borrower, such guarantor, such surety or such other obligor. Each Borrower consents and agrees that Agent Bank shall be under no obligation to marshal any assets in favor of any Borrower Borrower, any guarantor, any surety or any other obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or Event of Default, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of At any time an Event of DefaultDefault exists, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under Applicable Law that might otherwise require Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several ’s liability hereunder with respect to to, and guaranty of the Loans Obligations (as provided for in Section 3.4.1 above) shall be absolute, unconditional and other Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrevocable irrespective of (i) the any lack of validity, enforceability, avoidance legality or subordination enforceability of any of Loan Document, (ii) the Obligations or failure of any Secured Party (A) to assert any claim or demand or to enforce any right or remedy against the Borrowers or any other document evidencing Person (including a guarantor) under the provisions of any Loan Document or otherwise, or (B) to exercise any right or remedy against any other borrower (including the Borrowers) of, or collateral securing, any Obligations, (iii) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, (ii) the absence or any other extension, compromise or renewal of any attempt Obligation, (iv) any reduction, limitation, impairment or termination of any Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to collect (and each Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise, (v) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the Obligations from any other Borrower or any Collateral or other security therefor, or the absence terms of any other action to enforce the sameLoan Document, (iiivi) the waiverany addition, consent, extension, forbearance exchange or granting release of any indulgence by Agent collateral or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing Person that is (or securing will become) a borrower (including the payment of any Borrowers hereunder) of the Obligations, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other agreement now or hereafter executed guaranty held by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower for the payment of Secured Party securing any of the Obligations, (viii) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ix) the disallowance of all or any portion of Agent's or any Xxxxxx's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, ; or (xvii) any other circumstance that which might otherwise constitute a defense available to, or a legal or equitable discharge or defense of of, the Borrowers, any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein), against any or all of Borrowers to collect and recover all surety or any part of the Obligations, without first proceeding against any other Borrower or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower before pursuing another Borrower. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligationsguarantor.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent Lender to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's Lender’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (viivi) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (vii) any amendment or modification of any of the DIP Financing Documents or any waiver of a Default or Event of Default, (viii) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ix) the disallowance of all or any portion of Agent's or any Xxxxxx's Lender’s claims against any other Borrower Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (x) any other circumstance that might constitute a legal or equitable discharge or defense of any Obligor (other Borrowerthan prior payment). After the occurrence and during the continuance of any Event of Default, Agent Lender may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under Applicable Law that might otherwise require Agent under applicable law Lender to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent Lender shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default thereunder, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of At any time an Event of DefaultDefault exists, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Revolver Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of the Obligations or any instrument executed by any other Borrower Instrument or agreement evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent Lender to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations Obligations, or Agent's Lender’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' Lender’s election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default thereunder, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any Xxxxxx's Lender’s claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other BorrowerObligor. After the occurrence and during the continuance of At any time an Event of DefaultDefault exists, Agent Lender may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent Lender under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing such Borrower or another BorrowerObligor. Each Borrower consents and agrees that Agent Lender shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower or Guarantor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender Bank with respect to any provision of the Obligations or any instrument executed by any other Borrower Instrument or agreement evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any LenderBank, (iv) the failure by Agent Bank to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations Obligations, or AgentBank's release of any Collateral or of its Liens upon any Collateral, (v) AgentBank's or Lenders' election, in any proceeding instituted under Title 11 of the United States Code (the "Bankruptcy Code"), for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower or Guarantor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default thereunder, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any XxxxxxBank's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other BorrowerBorrower or Guarantor. After the occurrence and during the continuance of At any time an Event of DefaultDefault exists, Agent Bank may proceed directly and at once, without notice to any Borrower (except as provided herein)or Guarantor, against any or all of Borrowers or Guarantors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or Guarantor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent Bank under applicable law to pursue or exhaust its remedies against any Collateral Collateral, Borrower or other Borrower Guarantor before pursuing such Borrower or another BorrowerBorrower or Guarantor. Each Borrower consents and agrees that Agent Bank shall be under no obligation to marshal any assets in favor of any Borrower or Guarantor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default thereunder, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower other Borrowerthan irrevocable payment. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's ’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's ’s or Lenders' ’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default thereunder, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's ’s or any Xxxxxx's Lender’s claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower other Borrowerthan irrevocable payment. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viiiix) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default thereunder, (x) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixxi) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xviii) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any marsxxxx xxx assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Credit Documents or any waiver of a Default or Event of Default (unless such amendment, modification or waiver specifically amends, modifies or waives such liability), (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any Xxxxxx's claims against any other Borrower Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein), Obligor against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under applicable law that might otherwise require Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent either or both Agents or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent either or both Agents or any Lender, (iv) the failure by Collateral Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's Agents' release of any Collateral or of its Collateral Agent's Liens upon any Collateral, (v) Agent's Agents' or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other BorrowerObligor, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viiiix) any amendment or modification of any of the Financing Agreements or waiver of any Default or Event of Default thereunder, (x) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixxi) the disallowance of all or any portion of Agent's either or both Agents' or any XxxxxxLender's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xviii) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent Agents may proceed directly and at once, without notice to any Borrower (except as provided herein)other Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent Agents or Lenders under applicable law Applicable Law to pursue or exhaust its their remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent neither Agents nor Lenders shall be under no obligation to marshal any marsxxxx xxx assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Revolver Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any the other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any the other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Credit Documents or waiver of any Default or Event of Default thereunder, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other a Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower Borrower, to the fullest extent permitted by Applicable Law, waives any provision that might otherwise require Agent under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or any other Borrower Obligor before pursuing another such Borrower. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any such Borrower or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's ’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's ’s or Lenders' ’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the DIP Loan Documents or waiver of any Default or Event of Default thereunder, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's ’s or any Xxxxxx's Lender’s claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower other Borrowerthan irrevocable payment. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Guarantor's guaranty of payment and performance of the Obligations, and each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the absolute, unconditional liability of such Borrower and continuing irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent either or both Agents or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent either or both Agents or any Lender, (iv) the failure by Collateral Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's Agents' release of any Collateral or of its Collateral Agent's Liens upon any Collateral, (v) Agent's Agents' or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other BorrowerObligor, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viiiix) any amendment or modification of any of the DIP Financing Documents or waiver of any Default or Event of Default thereunder, (x) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixxi) the disallowance of all or any portion of Agent's either or both Agents' or any XxxxxxLender's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xviii) any other circumstance that might constitute a legal or equitable discharge or defense of any other BorrowerObligor. After the occurrence and during the continuance of any Event of Default, Agent Agents may proceed directly and at once, without notice to any Borrower (except as provided herein)other Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower Obligor waives any provision that might otherwise require Agent Agents or Lenders under applicable law Applicable Law to pursue or exhaust its their remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower Obligor consents and agrees that Agent neither Agents nor Lenders shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower Instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent Lender to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations Obligations, or AgentLender's release of any Collateral or release or subordination of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viiiix) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default thereunder, (x) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixxi) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, (xii) Lender's release of any Obligor, (xiii) any delay, extension of time, renewal, compromise or other indulgence granted by Lender with respect to any Obligations, and (xxiv) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of Each Borrower expressly waives any requirement that Lender exhausts any right or take any action against any Obligor or any Collateral, including any rights any Borrower might otherwise have under O.C.G.A. Section 10- 7-24 or any similar statute. At any time an Event of DefaultDefault exists, Agent Lender may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent Lender under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing such Borrower or another BorrowerObligor. Each Borrower consents and agrees that Agent Lender shall be under no obligation to marshal any marsxxxx xxx assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint --------------------------------- and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any the other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or any Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing Borrowing or grant of a security interest by any the other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viiiix) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default thereunder, (x) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixxi) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xviii) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives Borrowers waive any provision that might otherwise require Agent under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal xxxxxxxx any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Revolver Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any the other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's ’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's ’s or Lenders' ’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any the other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Credit Documents or waiver of any Default or Event of Default thereunder, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's ’s or any Xxxxxx's Lender’s claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other a Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower Borrower, to the fullest extent permitted by Applicable Law, waives any provision that might otherwise require Agent under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or any other Borrower Obligor before pursuing another such Borrower. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any such Borrower or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Financing Agreements or waiver of any Default or Event of Default thereunder, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal marshall any assets in favor of any Borrower Obligor or against or in payment of any xx xxx or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations Indebtedness shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations Indebtedness or of any promissory note or other document evidencing all or any part of the ObligationsIndebtedness, (ii) the absence of any attempt to collect any of the Obligations Indebtedness from any other Borrower obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender Bank with respect to any provision of the Indebtedness or any instrument executed by any other Borrower Instrument or agreement evidencing or securing the payment of any of the ObligationsIndebtedness, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any LenderBank, (iv) the failure by Agent Bank to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations Indebtedness, or Agent's Bank’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' Bank’s election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any Borrower, any Guarantor or any other Borrower obligor for the payment of any of the ObligationsIndebtedness, (viii) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default thereunder, (ix) any increase in the amount of the Obligations Indebtedness beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any Xxxxxx's Bank’s claims against any other Borrower for the repayment of any of the Obligations Indebtedness under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower, any Guarantor or any other Borrowerobligor. After the occurrence and during the continuance of At any time an Event of DefaultDefault exists, Agent Bank may proceed directly and at once, without notice to any Borrower (except as provided herein)Borrower, any Guarantor or any other obligor, against any Borrower, any Guarantor or all of Borrowers any other obligor to collect and recover all or any part of the ObligationsIndebtedness, without first proceeding against any other Borrower Borrower, Guarantor or other obligor or against any Collateral or other security for the payment or performance of any of the ObligationsIndebtedness, and each Borrower waives any provision that might otherwise require Agent any Bank under applicable law to pursue or exhaust its remedies against any Collateral or any Borrower, any Guarantor or any other Borrower obligor before pursuing another such Borrower, such Guarantor or such other obligor. Each Borrower consents and agrees that Agent Bank shall be under no obligation to marshal any assets in favor of any Borrower Borrower, any Guarantor or any other obligor or against or in payment of any or all of the ObligationsIndebtedness.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Revolver Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security thereforCollateral, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower Obligor and delivered to Agent or any Lender, (iv) the failure by Agent Lender to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's Lender’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' Lender’s election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (vii) any amendment or modification of any of the DIP Loan Documents or any waiver of a Default or Event of Default, (viii) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ix) any change in the disallowance corporate existence or structure of all any other Obligor; (x) any law or regulation of any jurisdiction or any portion of Agent's or event affecting any Xxxxxx's claims against any other Borrower for the repayment term of any of the Obligations under Section 502 of the Bankruptcy Code, Obligation; or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other BorrowerObligor; provided, however, nothing contained in the foregoing shall limit any Obligor’s right to institute an action for any alleged breach by Lender of any obligations hereunder. Under no circumstances shall Borrowers be construed to have waived defenses based upon Full Payment with respect to any Obligation, willful misconduct or gross negligence. After the occurrence and during the continuance of any Event of Default, Agent Lender may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under Applicable Law that might otherwise require Agent under applicable law Lender to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent Lender shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and --------------------------------- several liability hereunder with respect to to, and guaranty of, the Revolving Loans and other Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent Lender to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or AgentLender's release of any Collateral or of its Lender's Liens upon any Collateral, (v) AgentLender's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other BorrowerObligor, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viiiix) any amendment or modification of any of the Financing Agreements or waiver of any Default or Event of Default thereunder, (x) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixxi) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xviii) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent Lender may proceed directly and at once, without notice to any Borrower (except as provided herein)other Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent Lender under applicable law to pursue or exhaust its their remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent Lender shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans Loans, Letter of Credit Accommodations and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Financing Agreements or waiver of any Default or Event of Default thereunder, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal marshall any assets in favor of any Borrower Obligor or against or in payment of any or xx xxx xr all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to the Loans and other Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's ’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's ’s or Lenders' ’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower for the payment of any of the Obligations, (viii) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ix) the disallowance of all or any portion of Agent's ’s or any Xxxxxx's Lender’s claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (x) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein), against any or all of Borrowers to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower before pursuing another Borrower. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's ’s release of any Collateral or of its Liens upon any Collateral, (v) Agent's ’s or Lenders' ’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy CodeCode or under the Bankruptcy and Insolvency Act (Canada) or the Companies Creditors Arrangement Act (Canada), (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or Event of Default, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's ’s or any Xxxxxx's Lender’s claims against any other Borrower Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy CodeCode or under the Bankruptcy and Insolvency Act (Canada) or the Companies Creditors Arrangement Act (Canada), or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under Applicable Law that might otherwise require Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy CodeCode or under the Bankruptcy and Insolvency Act (Canada) or the Companies Creditors Arrangement Act (Canada), (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or Event of Default, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy CodeCode or under the Bankruptcy and Insolvency Act (Canada) or the Companies Creditors Arrangement Act (Canada), or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under Applicable Law that might otherwise require Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Administrative Agent or any Lender, (iv) the failure by Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Administrative Agent's ’s release of any Collateral or of its Liens upon any Collateral, (v) Administrative Agent's ’s or Lenders' ’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or Event of Default, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Administrative Agent's ’s or any Xxxxxx's Lender’s claims against any other Borrower Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any Obligor (other Borrowerthan prior payment). After the occurrence and during the continuance of any Event of Default, Administrative Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under Applicable Law that might otherwise require Administrative Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Administrative Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower or any Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent Lender to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or AgentLender's release of any Collateral or of its Liens upon any Collateral, (v) AgentLender's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viiiix) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default thereunder, (x) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixxi) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xviii) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Agent Lender may proceed directly and at once, without notice to any Borrower (except as provided herein)or any Obligor, against any or all of Borrowers Borrower or Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or any Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent Lender under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral Collateral, Borrower or other Borrower Obligor before pursuing another BorrowerBorrower or Obligor. Each Borrower consents and agrees that Agent Lender shall be under no obligation to marshal marshall any assets in favor of favox xx xxx Borrower or any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's ’s joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Administrative Agent or any Lender, (iv) the failure by Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Administrative Agent's ’s release of any Collateral or of its Liens upon any Collateral, (v) Administrative Agent's ’s or Lenders' any Lender’s election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or Event of Default, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Administrative Agent's ’s or any Xxxxxx's Lender’s claims against any other Borrower Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other Borrower. After the occurrence and during the continuance of any Event of Default, Administrative Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under Applicable Law that might otherwise require Administrative Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Administrative Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.

Unconditional Nature of Liability. Each Borrower's joint and several liability hereunder with respect to to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable lawApplicable Law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender with respect to any provision of any instrument executed by any other Borrower evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Agent's release of any Collateral or of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any other Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or waiver of any Default or Event of Default, (ix) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by Borrower Representative, or any decrease in the same, (ixx) the disallowance of all or any portion of Agent's or any XxxxxxLender's claims against any other Borrower Obligor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xxi) any other circumstance that might constitute a legal or equitable discharge or defense of any other either Borrower. After the occurrence and during the continuance of any Event of Default, Agent may proceed directly and at once, without notice to any Borrower (except as provided herein)Obligor, against any or all of Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Agent under applicable law Applicable Law to pursue or exhaust its remedies against any Collateral or other Borrower Obligor before pursuing another BorrowerObligor. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligations.