Common use of Joint and Several Liability Clause in Contracts

Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. Each (a) The liability of the Borrowers shall be jointly and severally liable with for all amounts due to the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable Administrative Agent or any Lender under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment joint and several regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) received or the manner in which the case of Loans (including Swing Line Loans), extended to Administrative Agent or on behalf of any Borrower shall be deemed to be such Lender accounts for such Loans or Swing Line Loans (as applicable) extended for or other extensions of credit on behalf of each of the Borrowers its books and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowersrecords. Each Borrower agrees that Borrower’s Obligations with respect to Loans made to it, and each Borrower’s Obligations arising as a result of the joint and several liability of the Borrowers provided for in this Section 11.14 hereunder, with respect to Loans made to the other Borrower hereunder, shall not be impaired separate and distinct obligations, but all such Obligations shall be primary obligations of each Borrower. (b) Each Borrower’s Obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to Loans or affected other extensions of credit made to the other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (1) the validity or enforceability, avoidance or subordination of the Obligations of such other Borrower or of any modification, supplement, extension promissory note or amendment other document evidencing all or any contract part of the Obligations of such other Borrower, (2) the absence of any attempt to collect the Obligations from such other Borrower, any other guarantor, or agreement any other security therefor, or the absence of any other action to which enforce the other Borrowers may hereafter agree same, (other than an agreement signed by 3) the Administrative Agent and the Lenders specifically releasing such liability)waiver, nor by consent, extension, forbearance or granting of any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the ObligationsObligations of such other Borrower, nor by or any part thereof, or any other agreements agreement now or arrangements whatsoever with hereafter executed by such other Borrower and delivered to the other Borrowers Administrative Agent or with any other PersonLender, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring (4) the failure by the Administrative Agent or any Lender first to resort take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of such other Borrower, (5) the Administrative Agent’s or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (6) any borrowing or grant of a security interest by such other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (7) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claim(s) for the repayment of the Obligations of such other Borrower under Section 502 of the Bankruptcy Code, or (8) any other right, remedy circumstances which might constitute a legal or securityequitable discharge or defense of a guarantor or of such other Borrower. Except With respect to each Borrower’s Obligations arising as a result of the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice joint and several liability of acceptance and any other notice the Borrowers hereunder with respect to Loans or other extensions of credit made to any of the Obligationsother Borrowers hereunder, such Borrower waives, until the NotesObligations shall have been paid in full and the Agreement shall have been terminated, this Agreement any right to enforce any right of subrogation or any other Loan Document and any requirement that remedy which the Administrative Agent or any Lender protectnow or may hereafter have against any Borrower, secure, perfect or insure any Lien endorser or any property subject thereto guarantor of all or exhaust any part of the Obligations, and any benefit of, and any right to participate in, any security or take collateral given to the Administrative Agent or any action Lender to secure payment of the Obligations or any other liability of the Borrowers to the Administrative Agent or any Lender. (c) Upon any Event of Default, the Administrative Agent may proceed directly and at once, without notice, against either Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrower or any other person Person, or against any Collateralsecurity or collateral for the Obligations. Each Borrower hereby irrevocably waives consents and releases each other agrees that the Administrative Agent shall be under no obligation to marshal any assets in favor of such Borrower from or against or in payment of any or all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. (a) Each Borrower accepts joint and several liability hereunder in consideration of the Borrowers shall financial accommodation to be jointly provided by the Administrative Agent and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable Lenders under this Agreement and the other Loan Documents. Any payment made by a , for the mutual benefit, directly and indirectly, of each Borrower and in respect consideration of Obligations owing by one or more Borrowers shall be deemed a payment the undertakings of such Obligations by each Borrower to accept joint and on behalf several liability for the obligations of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be each Borrower. (ib) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Each Borrower shall be deemed to be Loans jointly and severally liable for all Obligations, regardless of which Borrower actually receives Credit Extensions hereunder or Swing Line Loans (as applicable) extended the amount of such Credit Extensions received or the manner in which the Administrative Agent or any Lender accounts for or such Credit Extensions on behalf of each of the Borrowers its books and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowersrecords. Each Borrower agrees that Borrower’s obligations with respect to Credit Extensions made to it, and each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Credit Extensions made to and other Obligations owing by the Borrowers provided for in this Section 11.14 other Borrower hereunder, shall not be impaired separate and distinct obligations, but all such obligations shall be primary obligations of each Borrower. (c) Each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Credit Extensions made to and other Obligations owing by the other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (A) the validity or affected by enforceability, avoidance or subordination of the obligations of any modification, supplement, extension other Borrower or amendment of any promissory note or other document evidencing all or any contract part of the obligations of any other Borrower, (B) the absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or agreement any other security therefor, or the absence of any other action to which enforce the other Borrowers may hereafter agree same, (other than an agreement signed by C) the Administrative Agent and the Lenders specifically releasing such liability)waiver, nor by consent, extension, forbearance or granting of any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the Obligationsobligations of any other Borrower, nor or any part thereof, or any other agreement now or hereafter executed by any other agreements Borrower and delivered to the Administrative Agent or arrangements whatsoever with any Lender, (D) the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring failure by the Administrative Agent or any Lender first to resort take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the obligations of any other rightBorrower, remedy (E) the Administrative Agent’s or security. Except to any Lender’s election, in any proceeding instituted under the extent otherwise provided hereinBankruptcy Code, each Borrower hereby expressly waives promptnessof the application of Section 1111(b)(2) of the Bankruptcy Code, diligence, notice (F) any borrowing or grant of acceptance and a security interest by any other notice Borrower, as Debtor In Possession under Section 364 of the Bankruptcy Code, (G) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claim(s) for the repayment of the obligations of any other Borrower under Section 502 of the Bankruptcy Code, or (H) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. With respect to each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to any of Credit Extensions made to the Obligationsother Borrower hereunder, such Borrower waives, until the Notes, Obligations shall have been paid in full and this Agreement and the other Loan Documents shall have been terminated, any right to enforce any right of subrogation or any other Loan Document and any requirement that remedy which the Administrative Agent or any Lender protectnow has or may hereafter have against such Borrower, secure, perfect or insure any Lien endorser or any property subject thereto guarantor of all or exhaust any part of the Obligations, and any benefit of, and any right to participate in, any security or take collateral given to the Administrative Agent or any action Lender to secure payment of the Obligations or any other liability of any Borrower to the Administrative Agent or any Lender. (d) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Borrower or any other person Person, or against any Collateralsecurity or collateral for the Obligations. Each Borrower hereby irrevocably waives consents and releases each other agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of any Borrower from or against or in payment of any or all “claims” (as defined in Section 101(5) of the Bankruptcy CodeObligations. (e) Notwithstanding any provision to which such Borrower is the contrary contained herein or would be entitled by virtue in any other of the Loan Documents, Swap Contracts or Treasury Management Agreements, the obligations of AWP as Borrower under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligationsapplicable state law.

Joint and Several Liability. a. Each Borrower hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of the Borrowers shall be jointly such Borrower or Borrowers, and severally liable hereby authorizes Lender to pay over or credit all loan proceeds hereunder in accordance with the other Borrowers for the Obligations. Each Borrower acknowledges that it is request of Borrowing Agent. b. The handling of this credit facility as a co-borrower hereunder and is jointly and severally liable under borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to Borrowers and the other Loan Documentsat their request. Any payment made Lender shall not incur liability to Borrowers as a result thereof. To induce Lender to do so and in consideration thereof, each Borrower hereby indemnifies Lender and holds Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Lender by a Borrower in respect of Obligations owing any Person arising from or incurred by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each reason of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each handling of the Borrowers. Each Borrower agrees that the joint and several liability financing arrangements of the Borrowers as provided for in this Section 11.14 shall not be impaired herein, reliance by Lender on any request or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative instruction from Borrowing Agent or any other action taken by Lender with respect to any this Section 2.9 except due to willful misconduct or gross negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment). c. All Obligations shall be joint and several, and each Borrower shall make payment upon the maturity of the ObligationsObligations by acceleration or otherwise, nor and such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by Lender to any Borrower, failure of Lender to give any Borrower notice of borrowing or any other agreements notice, any failure of Lender to pursue or arrangements whatsoever with preserve its rights against any Borrower, the release by Lender of any Collateral now or thereafter acquired from any Borrower, and such agreement by each Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Lender to the other Borrowers or with any Collateral for such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship defenses. d. Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other Person, each claim which such Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise may now or hereafter have against the other Borrowers or other indulgencePerson directly or contingently liable for the Obligations hereunder, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy against or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to the other Borrowers’ Property (including, without limitation, any property which is Collateral for the Obligations), arising from the existence or performance of this Agreement, until termination of this Agreement and repayment in full of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. Each The Loan Parties shall be liable for all amounts due to the Agent and/or any Lender under this Agreement, regardless of which Loan Party actually receives Loans or other extensions of credit hereunder (including the issuance of Letters of Credit for the account of the Borrowers shall be jointly and severally liable with Borrower) or the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment amount of such Loans received or Letters of Credit issued or the manner in which the Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and records. The Borrower's Obligations by and on behalf of all Borrowers. All Loans, Swing Line with respect to Loans made to it and Letters of Credit deemed to be (i) in the case issued for its account, and each Loan Party's Obligations arising as a result of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided Loan Parties hereunder, with respect to Loans made to the Borrower and Letters of Credit issued for in this Section 11.14 the account of the Borrower hereunder, shall not be impaired separate and distinct Obligations, but all such Obligations shall be primary Obligations of each Loan Party. Each Loan Party's Obligations arising as a result of the joint and several liability of the Loan Parties hereunder with respect to Loans or affected other extensions of credit made to the Borrower hereunder (including the issuance of Letters of Credit for the account of Borrower) shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of any modification, supplement, extension or amendment all of the other Loan Parties or of any promissory note or other document evidencing all or any contract part of the Obligations of any or agreement all other Loan Parties, (ii) the absence of any attempt to which collect the Obligations from any or all of the other Borrowers may hereafter agree Loan Parties, or any other security therefor, or the absence of any other action to enforce the same, (other than an agreement signed iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any or all of the Obligationsother Loan Parties, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement part thereof; or any other agreement now or hereafter executed by any or all of the other Loan Document Parties and delivered to the Agent and/or any requirement that Lender, (iv) the Administrative failure by the Agent or and/or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or to take any action against steps to perfect and maintain its security interest in, or to preserve its rights to, any Borrower security or collateral for the Obligations of any or all of the other person or Loan Parties, (v) the Agent's and/or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 101(51111(b)(2) of the Bankruptcy Code, (vi) to which such Borrower is any borrowing or would be entitled grant of a security interest by virtue any or all of the provisions other Loan Parties, as debtors-in-possession under Section 364 of the Bankruptcy Code, or (vii) any other circumstances which might constitute a legal or equitable discharge or defense of any or all of the other Loan Parties. With respect to the Loan Parties' Obligations arising as a result of the joint and several liability of the Loan Parties hereunder with respect to Loans or other extensions of credit made to or for the account of the Borrower hereunder (including the issuance of Letters of Credit for the account of the Borrower), each Loan Party waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which the Agent and/or any Lender now has or may hereafter have against any other Loan Party, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Agent and/or any Lender to secure payment of the Obligations or any other liability of any Loan Party to the Agent and/or any Lender. Upon any Event of Default (but subject to any applicable notice requirements set forth in Section 11.2(a)), the Agent may proceed directly and at once, without notice, against any Loan Party to collect and recover the full amount, or any portion of the Obligations, without first paragraph proceeding against any other Loan Party or any other Person, or against any security or collateral for the Obligations. Each Loan Party consents and agrees that the Agent shall be under no obligation to marshal any assets in favor of any Loan Party or against or in payment of any or all of the Obligations. Each Loan Party hereby irrevocably designates and appoints Borrower as the "Authorized Representative" under this Section 11.14 or the performance Agreement to deliver and receive all notices and written notices on behalf of such Borrower’s obligations thereunder Loan Party and to receive on behalf of such Loan Party and distribute all distributions of the Loan Parties in accordance with the respective interests of the Loan Parties. Each Loan Party hereby unconditionally releases the Agent, the Bank, the Lenders and any of their Affiliates with respect to any right of subrogation (whether contractualclaims, under Section 509 of obligations or duties that such Persons may otherwise have been deemed to possess absent the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligationsdesignation and appointment set forth in the preceding sentence.

Joint and Several Liability. (a) Each of the Borrowers shall is accepting joint and several liability hereunder in consideration of the financial accommodation to be jointly provided by the Lenders under this Agreement, for the mutual benefit, directly and severally liable indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. (b) Each of the Borrowers hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers for with respect to the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder payment and is jointly and severally liable performance of all of the Obligations arising under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect , it being the intention of the parties hereto that all of the Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by the joint and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf several obligations of each of the Borrowers without preferences or distinction among them. (c) If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the obligations hereunder as and when due or to perform any of such obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such obligation. (iid) in The obligations of each Borrower under the case provisions of Letters this Section 2.19 constitute full recourse obligations of Creditsuch Borrower, issued by enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or on behalf enforceability of this Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any Borrower shall be deemed Default or Event of Default (except to the extent notice is expressly required to be Letters given pursuant to the terms of Credit issued this Agreement) or of any demand for any payment under this Agreement (except to the extent demand is expressly required to be given pursuant to the terms of this Agreement), notice of any action at any time taken or omitted by the Lenders under or on behalf in respect of each any of the BorrowersObligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower agrees that hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Lenders in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or any failure to act on the part of the Lenders, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this Section 2.19, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 2.19, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 2.19 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 2.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of the Borrowers provided for hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any Lender. (f) The provisions of this Section 11.14 shall not 2.19 are made for the benefit of the Administrative Agent, the L/C Issuers, the Lenders and their respective successors and assigns, and may be impaired or affected enforced by any modification, supplement, extension such Person from time to time against any of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or amendment or to exercise any contract or agreement to which of its rights against any of the other Borrowers may hereafter agree (or to exhaust any remedies available to it against any of the other than an agreement signed by Borrowers or to resort to any other source or means of obtaining payment of any of the Administrative Agent and Obligations or to elect any other remedy. The provisions of this Section 2.19 shall remain in effect until all of the Lenders specifically releasing such liability), nor by Obligations hereunder shall have been paid in full or otherwise fully satisfied. If at any delay, extension of time, renewalany payment, compromise or other indulgence granted by the Administrative Agent or any Lender with part thereof, made in respect to of any of the Obligations, nor is rescinded or must otherwise be restored or returned by the Lenders upon the insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise, the provisions of this Section 2.19 will forthwith be reinstated and in effect as though such payment had not been made. (g) Notwithstanding any provision to the contrary contained herein or in any other agreements or arrangements whatsoever with Loan Document, the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability obligations of each Borrower is direct hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law or any Debtor Relief Laws. (h) The Borrowers hereby agree as among themselves that, in connection with payments made hereunder, each such Person shall have a right of contribution from each other Borrower in accordance with applicable Laws. Such contribution rights shall be subordinate and unconditional subject in right of payment to the Obligations until such time as to all Obligationsthe Obligations have been irrevocably paid in full and the Commitments relating thereto shall have expired or been terminated, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any none of the Obligations, Borrowers shall exercise any such contribution rights until the Notes, Obligations have been irrevocably paid in full and the Commitments relating thereto shall have expired or been terminated. (i) Notwithstanding anything in this Agreement or any other Loan Document and any requirement that to the Administrative Agent or any Lender protectcontrary, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any no Foreign Borrower shall be liable for the Obligations of the Parent Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Domestic Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. Each U.S. Co-Borrower is accepting joint and several liability with the other U.S. Co-Borrower hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Administrative Agent, the Collateral Agents, the Issuing Banks and the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each U.S. Co-Borrower and in consideration of the undertakings of the other U.S. Co-Borrower to accept joint and several liability for the Obligations of the U.S. Co-Borrower. Each U.S. Co-Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other U.S. Co-Borrower, with respect to the payment and performance of all of the Obligations (including any Obligations arising under this Section 2.22), it being the intention of the parties hereto that all the Obligations of the U.S. Co-Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability obligations of each U.S. Co-Borrower without preferences or distinction among them. If and to the Borrowers provided for in this Section 11.14 extent that any U.S. Co-Borrower shall not be impaired or affected by fail to make any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender payment with respect to any of the Obligations, nor by any other agreements Obligations as and when due or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to perform any of the ObligationsObligations in accordance with the terms thereof, then in each such event the Notesother U.S. Co-Borrower will make such payment with respect to, or perform, such Obligation. The Obligations of each U.S. Co-Borrower under the provisions of this Section 2.22 constitute the absolute and unconditional, full recourse Obligations of each U.S. Co-Borrower enforceable against each such U.S. Co-Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other Loan Document and circumstances whatsoever. Nothing contained in this Section 2.22 shall effect the obligations of any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any U.S. Co-Borrower or any other person Loan Party under any other provision of this Agreement (including Article X hereof) or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any ObligationsLoan Document.

Joint and Several Liability. Each of the The Co-Borrowers shall be jointly hereby acknowledge, covenant and severally liable with the other Borrowers for the agree that all Obligations. Each Borrower acknowledges that it is a co-borrower hereunder , liabilities and is jointly covenants made, incurred and severally liable undertaken by them under this Agreement and the other Loan Documents. Any payment made by Documents are on a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability basis, including all obligations to pay principal, interest, fees, costs, and expenses. Each of the Co-Borrowers provided for in this Section 11.14 shall hereby agrees it will not be impaired or affected by exercise any modification, supplement, extension or amendment or rights of subrogation which it may at any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension time otherwise have as a result of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the U.S. Bankruptcy Code Code, or otherwise)) to the claims of the Lenders or any Bank Product Provider against the Co-Borrowers, any Guarantor or any other guarantor of the Obligations of the Co-Borrowers owing to the Lenders or such Bank Product Provider (collectively, the “Other Parties”) and all contractual, statutory or common law rights of reimbursement, contributioncontribution or indemnity from any Other Party which it may at any time otherwise have as a result of this Agreement until such time as the Obligations (other than contingent indemnification obligations) shall have been paid in full and the Commitments have been terminated. Each of the Co-Borrowers hereby further agrees not to exercise any right to enforce any other remedy which the Administrative Agent, exoneration or similar right, or indemnity, the Lenders or any Bank Product Provider now have or may hereafter have against any Other Party, any endorser or any other guarantor of all or any part of the Obligations of the Co-Borrowers or the Guarantors and any benefit of, and any right to participate in, any security or collateral given to or for the benefit of recourse the Lenders and/or the Bank Product Providers to security for any Obligationssecure payment of the Obligations of the Co-Borrowers and the Guarantors until such time as the Obligations (other than contingent indemnification obligations) shall have been paid in full and the Commitments have been terminated.

Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Term Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Term Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section subsection 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateralcollateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section subsection 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. Each (a) Any and all obligations and liabilities of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each either Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by the joint and on behalf of all Borrowers. All Loans, Swing Line Loans several obligation and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided Borrowers. Except as expressly set forth in Section 7, each Borrower waives presentation to, demand of payment from and protest to the Lenders of any of the obligations and liabilities of the other Borrower hereunder and also waives notice of protest for nonpayment and notice of acceleration and notice of intent to accelerate, and all other notices of any kind. Except as expressly set forth in this Section 11.14 7, each Borrower waives notice of any default by the other Borrower hereunder. The obligations and liabilities of each Borrower hereunder shall not be impaired or affected by (i) the failure of any modification, supplement, Lender to assert any claim or demand or to enforce any right or remedy against the other Borrower or any other person under this Agreement or any Notes; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any contract of the terms or agreement to which provisions of this Agreement or any Notes; (iv) the release of any obligation or liability of the other Borrower by any Lender; (v) the failure of any Lender to exercise any right or remedy against any Borrower; (vi) any change in the ownership of either of the Borrowers; or (vii) any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either of the Borrowers or any Lender. (b) If and to the extent that either of the Borrowers shall fail to make any payment with respect to any of the obligations hereunder as and when due or to perform any of such obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such obligation. (c) The obligations of each Borrower under the provisions of this subsection 9.15 constitute full recourse obligations of such Borrower, enforceable in accordance with the terms of this Agreement. (d) The provisions of this subsection 9.15 are made for the benefit of the Lenders and their successors and assigns, and may hereafter agree (other than an agreement signed be enforced by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension from time to time against either of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect Borrowers as often as occasion therefor may arise and without requirement on the part of the Lenders first to marshal any of the Obligations, nor by their claims or to exercise any other agreements or arrangements whatsoever with of their rights against the other Borrowers Borrower or with to exhaust any remedies available to them against the other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy source or security. Except means of obtaining payment of all or any part of the obligations hereunder or to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and elect any other notice with remedy. The provisions of this subsection 9.15 shall remain in effect until all of the obligations hereunder shall have been paid in full or otherwise fully satisfied and all of the Commitments shall have terminated or expired. If at any time, any payment, or any part thereof, made in respect to of all or any part of the obligations hereunder, is rescinded or must otherwise be restored or returned by any of the ObligationsLenders upon the insolvency, the Notesbankruptcy or reorganization of a Borrower, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protectotherwise, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of subsection 9.15 will forthwith be reinstated in effect, as though such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligationspayment had not been made.

Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of or other Credit deemed to be (i) in the case of Loans (including Swing Line Loans), Extensions extended to or on behalf of any Borrower or requested by any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) Credit Extensions extended for or on behalf of each of the Borrowers Borrowers, and (ii) in each Borrower hereby authorizes each other Borrower to effectuate Loans and other Credit Extensions on its behalf. Notwithstanding anything to the case of Letters of Creditcontrary contained herein or elsewhere, issued by or on behalf of any no Borrower shall be deemed to be Letters of Credit issued by or on behalf of each virtue of the Borrowersjoint and several nature of its obligations under this Agreement and the other Loan Documents be liable for any Obligations that constitute Excluded Swap Obligations with respect to such Borrower. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 10.20 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Personperson, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateralcollateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 10.19 or the performance of such Borrower’s obligations thereunder with respect to including, without limitation, any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. (a) Each of the Borrowers shall is accepting joint and several liability hereunder in consideration of the financial accommodation to be jointly provided by the Lenders and severally liable with the other Borrowers Issuing Lender under this Credit Agreement, for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder mutual benefit, directly and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loansindirectly, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in consideration of the case undertakings of Letters each of Creditthe Borrowers to accept joint and several liability for the obligations of each of them. For purposes of clarity, issued by any Loan made, or on behalf any Letter of any Credit extended, under this Credit Agreement to, or for the account of, either Borrower shall be deemed to be, and shall be, a joint and several obligation of both Borrowers. (b) Each of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all Obligations, it being the intention of the parties hereto that all such Obligations shall be Letters of Credit issued by or on behalf the joint and several obligations of each of the Borrowers without preferences or distinction among them. (c) If and to the extent that either of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. (d) The obligations of each Borrower under the provisions of this Section 11.18 constitute full recourse obligations of the Borrowers, enforceable against the Borrowers to the full extent of their properties and assets, irrespective of the validity, regularity or enforceability of this Credit Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loan made or Letter of Credit extended under this Credit Agreement, notice of occurrence of any Event of Default, or of any demand for any payment under this Credit Agreement, notice of any action at any time taken or omitted by any Lender or the Issuing Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Credit Agreement. Each Borrower agrees that hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender or the Issuing Lender at any time or times in respect of any default by either Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Credit Agreement, any and all other indulgences whatsoever by any Lender or the Issuing Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of either Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Lender or the Issuing Lender, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable Laws or regulations thereunder which might, but for the provisions of this Section 11.18, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 11.18, it being the intention of each Borrower that, so long as any of the Obligations remain unsatisfied, the obligations of such Borrower under this Section 11.18 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 11.18 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either Borrower or any Lender. The joint and several liability of the Borrowers provided for hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of either Borrower, any Lender or the Issuing Lender. (f) The provisions of this Section 11.14 shall not 11.18 are made for the benefit of the Lenders and the Issuing Lender and their respective successors and assigns, and may be impaired or affected enforced by any modification, supplement, extension such Person from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender or amendment the Issuing Lender first to marshal any of its claims or to exercise any contract or agreement to which of its rights against either of the other Borrowers may hereafter agree (or to exhaust any remedies available to it against the other than an agreement signed by Borrower or to resort to any other source or means of obtaining payment of any of the Administrative Agent and Obligations or to elect any other remedy. The provisions of this Section 11.18 shall remain in effect until all the Lenders specifically releasing such liability), nor by Obligations shall have been paid in full or otherwise fully satisfied. If at any delay, extension of time, renewalany payment, compromise or other indulgence granted by the Administrative Agent or any Lender with part thereof, made in respect to of any of the Obligations, nor is rescinded or must otherwise be restored or returned by any other agreements Lender or arrangements whatsoever with the other Borrowers Issuing Lender upon the insolvency, bankruptcy or with reorganization of either of the Borrowers, or otherwise, the provisions of this Section 11.18 will forthwith be reinstated in effect, as though such payment had not been made. (g) Notwithstanding any provision to the contrary contained herein or in any other Personof the Credit Documents, each to the extent the joint obligations of a Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting shall be adjudicated to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each Borrower is direct and unconditional as to all Obligations, and may hereunder shall be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except limited to the extent otherwise provided hereinmaximum amount that is permissible under applicable Law (whether federal or state and including, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligationswithout limitation, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the federal Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. (a) Each payment obligation and liability of Buyer or Buyer Parent pursuant to this Agreement (including, without limitation, (i) the obligation to deliver the Initial Payment pursuant to Section 1.2(b)(i), (ii) the obligation to deliver the Escrow Amount pursuant to Section 1.2(b)(ii), (iii) the obligation to pay the Shortfall Amount (if any) pursuant to Section 1.3(f), (iv) the obligation to pay or cause to be paid the Purchase Price pursuant to Section 1.2(b)(iv), (v) the obligation to make any post-Closing adjustment payments pursuant to Section 1.5(c), (vi) any Tax proration payment pursuant to Section 6.1, and (vii) any indemnification obligations pursuant to Section 8.3) (the “Buyer Obligations”) are the joint and several obligations of each of Buyer and Buyer Parent. Each of the Borrowers shall Buyer and Buyer Parent will be jointly and severally liable with as primary obligor and not merely as surety for all of the other Borrowers Buyer Obligations. No formal change, amendment, modification or waiver of any terms or conditions of this Agreement or any Ancillary Agreement, no extension in whole or in part of the time for the performance by Buyer of its obligations hereunder or thereunder, and no settlement, compromise, release, surrender, modification or impairment of, or exercise or failure to exercise any claim, right or remedy of any kind or nature in connection herewith or therewith, will affect, impair or discharge, in whole or in part, the liability of Buyer or Buyer Parent for the full, prompt and unconditional performance of the Buyer Obligations. Without limiting the generality of the foregoing, (x) Seller may seek payment of the Buyer Obligations directly from Buyer Parent without first seeking satisfaction of any or all of the Buyer Obligations from Buyer, and (y) upon breach by Buyer or Buyer Parent of any of the Buyer Obligations, proceed against Buyer or Buyer Parent, without joining all Persons liable or potentially liable, for any portion of the Buyer Obligations in one action. (b) Each Borrower acknowledges that it is a copayment obligation and liability of Seller or Seller Parent pursuant to this Agreement (including, without limitation, (i) the obligation to make any post-borrower hereunder Closing adjustment payments pursuant to Section 1.5(c)), (ii) any Tax proration payment pursuant to Section 6.1, (iii) any indemnification obligations pursuant to Section 8.2), and is any liquidated damages payment following the Closing pursuant to Section 10.21(c) (the “Seller Obligations”) are the joint and several obligations of each of Seller and Seller Parent. Each of Seller and Seller Parent will be jointly and severally liable under this Agreement as primary obligor and not merely as surety for all of the other Loan DocumentsBuyer Obligations. Any payment made by a Borrower in respect of Obligations owing by one No formal change, amendment, modification or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf waiver of any Borrower shall be deemed to be Loans terms or Swing Line Loans (as applicable) extended for or on behalf conditions of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document Ancillary Agreement, no extension in whole or in part of the time for the performance by Seller of its obligations hereunder or thereunder, and no settlement, compromise, release, surrender, modification or impairment of, or exercise or failure to exercise any requirement that the Administrative Agent or any Lender protectclaim, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take remedy of any action against any Borrower kind or any other person nature in connection herewith or any Collateral. Each Borrower hereby irrevocably waives therewith, will affect, impair or discharge, in whole or in part, the liability of Seller or Seller Parent for the full, prompt and releases each other Borrower from all “claims” (as defined in Section 101(5) unconditional performance of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue Seller Obligations. Without limiting the generality of the provisions foregoing, (x) Buyer may seek payment of the Seller Obligations directly from Seller Parent without first paragraph seeking satisfaction of this Section 11.14 any or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 all of the Bankruptcy Code Seller Obligations from Seller, and (y) upon breach by Seller or otherwise)Seller parent of any of the Seller Obligations, reimbursementproceed against Seller or Seller Parent, contributionwithout joining all Persons liable or potentially liable, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligationsportion of the Seller Obligations in one action.

Joint and Several Liability. Each of the Borrowers All Loans, upon funding, shall be deemed to be jointly funded to and severally liable with received by the other Borrowers for the ObligationsBorrowers. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement for all Obligations, regardless of the manner or amount in which proceeds of Loans are used, allocated, shared or disbursed by or among the Borrowers themselves, or the manner in which an Agent and/or any Lender accounts for such Loans on its books and records. Each Borrower shall be liable for all amounts due to the Administrative Agent and/or any Lender from the Borrowers under this Agreement, regardless of which Borrower actually receives Loans hereunder or the amount of such Loans received or the manner in which such Agent and/or such Lender accounts for such Loans on its books and records. Each Borrower’s Obligations with respect to Loans made to it, and such Borrower’s Obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers hereunder shall be deemed a payment separate and distinct obligations, but all such Obligations shall be primary obligations of such Obligations by Borrower. The Borrowers acknowledge and on behalf expressly agree with the Agents and each Lender that the joint and several liability of all Borrowers. All Loanseach Borrower is required solely as a condition to, Swing Line Loans and Letters of Credit deemed is given solely as inducement for and in consideration of, credit or accommodations extended or to be extended under the Loan Documents to any or all of the other Borrowers and is not required or given as a condition of Loans to such Borrower. Each Borrower’s Obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) in the case of Loans (including Swing Line Loans), extended to or on behalf release of any other Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for the validity or on behalf of each enforceability, avoidance, or subordination of the Borrowers and Obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the Obligations of any other Borrower, (ii) in the case of Letters of Credit, issued by or on behalf absence of any attempt to collect the Obligations from any other Borrower, or any 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 an Agent and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower shall be deemed and delivered to be Letters an Agent and/or any Lender, (iv) the failure by an Agent and/or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of Credit issued by or on behalf of each any other Borrower, (v) an Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the Borrowersapplication 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 disallowance of all or any portion of an Agent’s and/or any Lender’s claim(s) for the repayment of the Obligations of any other Borrower under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. Each Borrower agrees that With respect to any Borrower’s Obligations arising as a result of the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender hereunder with respect to Loans made to any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which an Agent and/or any Lender now has or may hereafter have against any other Borrower, any endorser or any guarantor of all or any part of the Obligations, nor by and any benefit of, and any right to participate in, any security or collateral given to an Agent and/or any Lender to secure payment of the Obligations or any other agreements liability of any Borrower to an Agent and/or any Lender. Upon any Event of Default, the Agents may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or arrangements whatsoever with any portion of the Obligations, without first proceeding against any other Borrowers Borrower or with any other Person, each or against any security or collateral for the Obligations. Each Borrower hereby waiving consents and agrees that 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 notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (ia) in the case of Loans (including Swing Line Loans), extended to or on behalf of any The Borrower shall be deemed liable for all amounts due to be the Agent and/or any Lender under this Agreement, regardless of which Borrower actually receives Loans or Swing Line other extensions of credit hereunder or the amount of such Loans (received or the manner in which the Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and records. The Borrower’s Obligations with respect to Loans made to it, and the Borrower’s Obligations arising as applicable) extended for or on behalf a result of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 Borrower hereunder, with respect to Loans made to the other Borrower hereunder, shall not be impaired separate and distinct obligations, but all such Obligations shall be primary obligations of the Borrower. (b) The Borrower’s Obligations arising as a result of the joint and several liability of the Borrower hereunder with respect to Loans or affected other extensions of credit made to the other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrower or of any modification, supplement, extension promissory note or amendment other document evidencing all or any contract or agreement to which part of the Obligations of the other Borrowers may hereafter agree Borrower, (ii) the absence of any attempt to collect the Obligations from the other than an agreement signed Borrower, any other guarantor, or any 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 and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or and/or any Lender with respect to any provision of any instrument evidencing the Obligations of the Obligationsother Borrower, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other rightpart thereof, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document agreement now or hereafter executed by the other Borrower and delivered to the Agent and/or any requirement that Lender, (iv) the Administrative failure by the Agent or and/or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or to take any action against steps to perfect and maintain its security interest in, or to preserve its rights to, any Borrower security or collateral for the Obligations of the other Borrower, (v) the Agent’s and/or any other person or Lender’s election, in any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in proceeding instituted under the Bankruptcy Code, of the application of Section 101(51111(b)(2) of the Bankruptcy Code, (vi) to which such Borrower is any borrowing or would be entitled grant of a security interest by virtue the other Borrower, as debtor-in-possession under Section 364 of the provisions Bankruptcy Code, (vii) the disallowance of all or any portion of the first paragraph Agent’s and/or any Lender’s claim(s) for the repayment of this the Obligations of the other Borrower under Section 11.14 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of the performance of such other Borrower. With respect to the Borrower’s obligations thereunder Obligations arising as a result of the joint and several liability of the Borrower hereunder with respect to Loans or other extensions of credit made to either of the other Borrower hereunder, the Borrower waives, until the Obligations shall have been paid in full and the Loan Agreement shall have been terminated, any right to enforce any right of subrogation (whether contractualor any remedy which the Agent and/or any Lender now has or may hereafter have against the Borrower, under Section 509 any endorser or any guarantor of all or any part of the Bankruptcy Code Obligations, and any benefit of, and any right to participate in, any security or otherwise)collateral given to the Agent and/or any Lender to secure payment of the Obligations or any other liability of the Borrower to the Agent and/or any Lender. Upon any Event of Default, reimbursementthe Agent may proceed directly and at once, contributionwithout notice, exoneration or similar right, or indemnityagainst the Borrower to collect and recover the full amount, or any right portion of recourse the Obligations, without first proceeding against the other Borrower or any other Person, or against any security or collateral for the Obligations. The Borrower consents and agrees that the Agent shall be under no obligation to security for marshal any assets in favor of the Borrower or against or in payment of any or all of the Obligations.

Joint and Several Liability. Each of the Borrowers All Loans, upon funding, shall be deemed to be jointly funded to and severally liable with received by the other Borrowers for the ObligationsBorrowers. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement for all Obligations, regardless of the manner or amount in which proceeds of Loans are used, allocated, shared or disbursed by or among the Borrowers themselves, or the manner in which an Agent and/or any Lender accounts for such Loans or other extensions of credit on its books and the other Loan Documentsrecords. Any payment made by a Each Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment liable for all amounts due to an Agent and/or any Lender from the Borrowers under this Agreement, regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans and extensions of credit received or the manner in which such Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower’s Obligations by with respect to Loans and on behalf other extensions of all Borrowers. All Loanscredit made to it, Swing Line and such Borrower’s Obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to, and Letters of Credit deemed issued for the account of, the other Borrowers hereunder shall be separate and distinct obligations, but all such Obligations shall be primary obligations of such Borrower. The Borrowers acknowledge and expressly agree with the Agents and each Lender that the joint and several liability of each Borrower is required solely as a condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to be extended under the Credit Documents to any or all of the other Borrowers and is not required or given as a condition of extensions of credit to such Borrower. Each Borrower’s Obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) in the case validity or enforceability, avoidance, or subordination of Loans (including Swing Line Loans), extended to or on behalf the Obligations of any other Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for of any promissory note or on behalf of each other document evidencing all or any part of the Borrowers and Obligations of any other Borrower, (ii) in the case of Letters of Credit, issued by or on behalf absence of any Borrower shall be deemed attempt to be Letters collect the Obligations from any other Borrower, or any other security therefor, or the absence of Credit issued any other action to enforce the same, (iii) the waiver, consent, extension, forbearance, or granting of any indulgence by an Agent and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any other Borrower, or on behalf of each any part thereof, or any other agreement executed as of the BorrowersClosing Date or thereafter executed by any other Borrower and delivered to an Agent and/or any Lender, (iv) the failure by an Agent and/or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of any other Borrower, (v) an Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of 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 disallowance of all or any portion of an Agent’s and/or any Lender’s claim(s) for the repayment of the Obligations of any other Borrower under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. Each Borrower agrees that With respect to any Borrower’s Obligations arising as a result of the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender hereunder with respect to any Loans or other extensions of credit made to any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which an Agent and/or any Lender had as of the Closing Date or may have thereafter against any other Borrower, any endorser or any guarantor of all or any part of the Obligations, nor by and any benefit of, and any right to participate in, any security or collateral given to an Agent and/or any Lender to secure payment of the Obligations or any other agreements liability of any Borrower to an Agent and/or any Lender. Upon any Event of Default, the Agents may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or arrangements whatsoever with any portion of the Obligations, without first proceeding against any other Borrowers Borrower or with any other Person, each or against any security or collateral for the Obligations. Each Borrower hereby waiving consents and agrees that 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 notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations. Notwithstanding anything to the contrary in the foregoing, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) none of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the foregoing provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect 13.21 shall apply to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any ObligationsPerson released from its Obligations as a Borrower in accordance herewith.

Joint and Several Liability. (a) Each of the Borrowers shall ECI Borrower, Non-ECI Borrower and VCOC Borrower accepts joint and several liability for all Obligations hereunder in consideration of the financial accommodations provided to or to be jointly provided to the Loan Parties by the Administrative Agent and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable Lenders under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by , for the mutual benefit, directly and on behalf of all Borrowers. All Loansindirectly, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers ECI Borrower, Non-ECI Borrower and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each VCOC Borrower. Each of the Borrowers. Each Borrower agrees that ECI Borrower’s, Non-ECI Borrower’s and VCOC Borrower’s obligations arising as a result of the joint and several liability of such Borrowers hereunder, with respect to Loans made to the Borrowers provided for in this Section 11.14 hereunder, shall not be impaired or affected by separate and distinct obligations, but all such obligations shall be primary obligations of each of the ECI Borrower, Non-ECI Borrower and VCOC Borrower. (b) Upon the occurrence and during the continuation of any modificationEvent of Default, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability)may proceed directly and at once, nor by any delaywithout notice, extension against each of timethe ECI Borrower, renewalNon-ECI Borrower and VCOC Borrower to collect and recover the full amount, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of portion of, the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action proceeding against any Borrower or any other person Person, or against any Collateralsecurity or collateral for the Obligations. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) ECI Borrower, Non-ECI Borrower and VCOC Borrower waives, to which such Borrower is or would the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be entitled by virtue under no obligation to marshal any assets in favor of any of the provisions ECI Borrower, Non-ECI Borrower and VCOC Borrower or against or in payment of any or all of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. Each of the Borrowers All Loans, upon funding, shall be deemed to be jointly funded to and severally liable with received by the other Borrowers for the ObligationsBorrowers. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement for all Obligations, regardless of the manner or amount in which proceeds of Loans are used, allocated, shared or disbursed by or among the Borrowers themselves, or the manner in which an Agent and/or any Lender accounts for such Loans or other Credit Extensions on its books and records. Each Borrower shall be liable for all amounts due to an Agent and/or any Lender from the Borrowers under this Agreement, regardless of which Borrower actually receives Loans or other Credit Extensions hereunder or the amount of such Loans and Credit Extensions received or the manner in which such Agent and/or such Lender accounts for such Loans or other Credit Extensions on its books and records. Each Borrower’s Obligations with respect to Loans and other Credit Extensions made to it, and such Borrower’s Obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers hereunder shall be deemed a payment separate and distinct obligations, but all such Obligations shall be primary obligations of such Obligations by Borrower. The Borrowers acknowledge and on behalf expressly agree with the Agents and each Lender that the joint and several liability of each Borrower is required solely as a condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to be extended under the Loan Documents to any or all Borrowers. All Loans, Swing Line Loans of the other Borrowers and Letters is not required or given as a condition of Credit deemed Extensions to such Borrower. Each Borrower’s Obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) in the case of Loans (including Swing Line Loans), extended to or on behalf release of any other Borrower shall be deemed pursuant to be Loans Section 9.12 or Swing Line Loans (as applicable) extended for the validity or on behalf of each enforceability, avoidance, or subordination of the Borrowers and Obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the Obligations of any other Borrower, (ii) in the case of Letters of Credit, issued by or on behalf absence of any attempt to collect the Obligations from any other Borrower, or any 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 an Agent and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower shall be deemed and delivered to be Letters an Agent and/or any Lender, (iv) the failure by an Agent and/or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of Credit issued by or on behalf of each any other Borrower, (v) an Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the Borrowersapplication 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 disallowance of all or any portion of an Agent’s and/or any Lender’s claim(s) for the repayment of the Obligations of any other Borrower under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. Each Borrower agrees that With respect to any Borrower’s Obligations arising as a result of the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement hereunder with respect to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise Loans or other indulgence granted by the Administrative Agent or any Lender with respect Credit Extensions made to any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which an Agent and/or any Lender now has or may hereafter have against any other Borrower, any endorser or any guarantor of all or any part of the Obligations, nor by and any benefit of, and any right to participate in, any security or collateral given to an Agent and/or any Lender to secure payment of the Obligations or any other agreements liability of any Borrower to an Agent and/or any Lender. Upon any Event of Default, the Agents may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or arrangements whatsoever with any portion of the Obligations, without first proceeding against any other Borrowers Borrower or with any other Person, each or against any security or collateral for the Obligations. Each Borrower hereby waiving consents and agrees that 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 notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations. Notwithstanding anything to the contrary in the foregoing, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) none of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the foregoing provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect 10.24 shall apply to any right of subrogation (whether contractual, under Person released from its Obligations as a Subsidiary Borrower in accordance with Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations9.12.

Joint and Several Liability. Each of the Borrowers shall be jointly liable for all Obligations due to Agent and severally liable Secured Parties under this Agreement, regardless of which Borrower actually receives the Term Loan or other extensions of credit hereunder or the amount of the Term Loan received or the manner in which Agent accounts for the Term Loan or other extensions of credit on its books and records. The Obligations with respect to the Term Loan or other extensions of credit made to a Borrower, and the Obligations arising as a result of the joint and several liability of a Borrower hereunder, with respect to the Term Loan or other extensions of credit made to the other Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to the Term Loan or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor or any other security therefor, or the absence of any other action to enforce the same, (c) the failure by Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Obligations of the other Borrowers and Guarantors, (d) the election of Agent in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (e) the disallowance of all or any portion of the claim(s) of Agent for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Code, or (f) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to the Term Loan or other extensions of credit made to the other Borrowers hereunder, each Borrower and Guarantor waives, until the Obligations shall have been paid in full in immediately available funds and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent now has or may hereafter have against Borrowers and Guarantors, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent. Upon any Event of Default and for so long as the same is continuing, subject to Section 10 and the Intercreditor Agreement, Agent may proceed directly and at once, without notice, against any Borrower or Guarantor to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower acknowledges and Guarantor consents and agrees that it is a co-borrower hereunder Agent and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers Lenders shall be deemed a under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of such Obligations by and on behalf of any or all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. Each The liability of the Borrowers for all of the Obligations shall be jointly joint and severally liable with several regardless of which Borrower actually receives loans or other extensions of credit hereunder or the amount of such loans received or the manner in which the Agent accounts for such loans or other Borrowers for the Obligationsextensions of credit on its books and records. Each Borrower acknowledges that Borrower's Obligations with respect to Revolving Loans made to it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf for its account, and related fees, costs and expenses, and each Borrower's Obligations arising as a result of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided hereunder, with respect to Revolving Loans made to the other Borrower hereunder or Letters of Credit issued for in this Section 11.14 the account of the other Borrower hereunder, together with the related fees, costs and expenses, shall not be impaired separate and distinct obligations, all of which are primary obligations of each Borrower. Each Borrower's Obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to loans or affected other extensions of credit made to the other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity of enforceability, avoidance or subordination of the Obligations of the other Borrower or of any modificationpromissory note or other document evidencing all of any part of the Obligations of the other Borrower, supplement(ii) the absence of any attempt to collect the Obligations from the other Borrower, extension or amendment any other guarantor, or any contract other security therefor, or agreement the absence of any other action to which enforce the other Borrowers may hereafter agree same, (other than an agreement signed iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the Obligations of the Obligationsother Borrower, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other rightpart thereof, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document agreement now or hereafter executed by the other Borrower and any requirement that delivered to the Administrative Agent, (iv) the failure by the Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or to take any action against steps to perfect and maintain its security interest in, or to preserve its rights to, any Borrower security or collateral for the Obligations of the other Borrower, (v) the Agent's election, in any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in proceeding instituted under the Bankruptcy Code, of the application of Section 101(51111(b)(2) of the Bankruptcy Code, (vi) to which such Borrower is any borrowing or would be entitled grant of a security interest by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such other Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, as debtor-in-possession under Section 509 364 of the Bankruptcy Code Code, (vii) the disallowance of all or otherwise), reimbursement, contribution, exoneration or similar rightany portion of the Agent's claim(s) for repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or indemnity, (viii) any other circumstance which might constitute a legal or any right equitable discharge or defense of recourse to security for any Obligationsa guarantor or of the other Borrower.

Joint and Several Liability. Each of the Borrowers (a) Unless otherwise specified herein, each Borrower agrees that it shall be jointly and severally liable with for all of the Obligations of the Borrowers hereunder or under any other Loan Document, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, each Borrower’s liability shall extend to all amounts that constitute part of its Obligations under the Loan Documents and would be owed by the other Borrowers Borrower (such other Borrower in that capacity being herein referred to as the “Co-Borrower”) to any Secured Party under or in respect of the Loan Documents but for the Obligations. Each Borrower acknowledges fact that it is they are unenforceable or not allowable due to the existence of a cobankruptcy, reorganization or similar proceeding involving such Co-borrower hereunder and is jointly and severally liable under Borrower. (b) For the purposes of this Agreement and the other Loan Documents. Any payment made by a Borrower in respect Notes, each of Obligations owing by one or more the Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans the Co-Borrower and a co-obligor (as applicableobligado solidario) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with Obligations of the other Borrowers or hereunder and under the Notes, in accordance with any other PersonArticles 1987, each Borrower hereby waiving all notice 1988 and 1989 of such delay, extension, release, substitution, renewal, compromise or other indulgence, the Federal Civil Code of Mexico (Código Civil Federal) and hereby consenting to be bound thereby as fully related articles contained in the civil codes of the relevant states of Mexico and effectually as if it had expressly agreed thereto in advance. the Federal District. (c) The liability of each Borrower is direct hereunder shall be irrevocable, absolute and unconditional as to all Obligationsirrespective of, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly irrevocably waives promptnessany defenses it may now have or hereafter acquire in any way relating to, diligenceany or all of the following: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto against its Co-Borrower; (ii) any taking, notice exchange, release or non-perfection of acceptance and any Pledged Collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other notice with respect to guaranty, for all or any of the ObligationsBorrowers’ Obligations under the Loan Documents without its prior consent; (iii) any manner of application of Pledged Collateral, the Notesor proceeds thereof, this Agreement to all or any other of the Borrowers’ Obligations under the Loan Document and Documents; (iv) any requirement that change, restructuring or termination of the Administrative Agent corporate structure or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against existence of any Borrower or any other person or of its Subsidiaries; (v) any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) failure of the Bankruptcy Code) any Secured Party to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect disclose to any right of subrogation Loan Party any information relating to the business, condition (whether contractual, under Section 509 of the Bankruptcy Code financial or otherwise), reimbursementoperations, contributionperformance, exoneration properties or similar rightprospects of any other Loan Party now or hereafter known to such Secured Party (each Borrower waiving any duty on the part of the Secured Parties to disclose such information); (vi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense of a surety or guarantor available to, or indemnitya discharge of, or any right Loan Party in respect of recourse to security for any Obligationsa Co-Borrower.

Joint and Several Liability. All references to “Borrower” or “Borrowers” shall refer to each of them separately and to both of them jointly and each shall be bound both severally and jointly with the other. Each of the Borrowers shall be jointly and severally liable with to the holder of the Notes for the obligations of the other Borrowers for the Obligations. Each Borrower acknowledges under this Notes; provided, that if it is determined that either of the Borrowers is liable as a guarantor (and not as a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in obligor) with respect of Obligations owing by one or more Borrowers shall be deemed a payment of to such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans“Guaranteed Obligations”), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers agree that (a) any action to enforce payment of the Guaranteed Obligations may be commenced by the holder of the Notes against such Borrower as a sole defendant without naming the other Borrower in such proceeding, (b) it waives any right to claim indemnification, subrogation, reimbursement or contribution from the other Borrower until all Obligations have been irrevocably paid in full, (c) no act or thing need occur to establish the liability of such Borrower for its Guaranteed Obligations, and no act or thing, except full payment of the Guaranteed Obligations, shall in any way reduce or release the liability of such Borrower for its Guaranteed Obligations, (iid) in the case of Letters of Credit, issued by or on behalf of any Borrower its obligations for its Guaranteed Obligations shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint absolute, unconditional, and several liability of the Borrowers provided for in this Section 11.14 irrevocable, and shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation setoff or counterclaim, (whether contractuale) its agreement with respect to his Guaranteed Obligations is an absolute, unconditional and continuing guaranty of payment and not of collection, (f) it waives any and all of his surety defenses, claims and discharges and of all surety defenses, claims and discharges every other Borrower pertaining to the Guaranteed Obligations, except the defense of discharge by payment in full, (g) it waives presentment, demand for payment, notice of dishonor or nonpayment, and protest of any instrument evidencing Guaranteed Obligations, (h) its liability under Section 509 the Security Agreement for the Guaranteed Obligations shall be primary and direct, and that the holder of the Bankruptcy Code Notes shall not be required first to resort for payment of the Guaranteed Obligations to any other Borrower or otherwise), reimbursement, contribution, exoneration other persons or similar right, to commence any action or indemnity, obtain any judgment against any other Borrower or to pursue any other right or remedy the holders may have against any other Borrower before enforcing the liability of recourse to security such Borrower for any its Guaranteed Obligations.

Joint and Several Liability. Each of the Borrowers All Loans, upon funding, shall be deemed to be jointly funded to and severally liable with received by the other Borrowers for the ObligationsBorrowers. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement for all Obligations, regardless of the manner or amount in which proceeds of Loans are used, allocated, shared or disbursed by or among the Borrowers themselves, or the manner in which an Agent and/or any Lender accounts for such Loans or other Credit Extensions on its books and records. Each Borrower shall be liable for all amounts due to an Agent and/or any Lender from the Borrowers under this Agreement, regardless of which Borrower actually receives Loans or other Credit Extensions hereunder or the amount of such Loans and Credit Extensions received or the manner in which such Agent and/or such Lender accounts for such Loans or other Credit Extensions on its books and records. Each Borrower’s Obligations with respect to Loans and other Credit Extensions made to it, and such Borrower’s Obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers hereunder shall be deemed a payment separate and distinct obligations, but all such Obligations shall be primary obligations of such Obligations by Borrower. The Borrowers acknowledge and on behalf expressly agree with the Agents and each Lender that the joint and several liability of each Borrower is required solely as a condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to be extended under the Loan Documents to any or all Borrowers. All Loans, Swing Line Loans of the other Borrowers and Letters is not required or given as a condition of Credit deemed Extensions to such Borrower. Each Borrower’s Obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) in the case of Loans (including Swing Line Loans), extended to or on behalf release of any other Borrower shall be deemed pursuant to be Loans Section 9.12 or Swing Line Loans (as applicable) extended for the validity or on behalf of each enforceability, avoidance, or subordination of the Borrowers and Obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the Obligations of any other Borrower, (ii) in the case of Letters of Credit, issued by or on behalf absence of any attempt to collect the Obligations from any other Borrower, or any 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 an Agent and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower shall be deemed and delivered to be Letters an Agent and/or any Lender, (iv) the failure by an Agent and/or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of Credit issued by or on behalf of each any other Borrower, (v) an Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the Borrowersapplication 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 disallowance of all or any portion of an Agent’s and/or any Lender’s claim(s) for the repayment of the Obligations of any other Borrower under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. Each Borrower agrees that With respect to any Borrower’s Obligations arising as a result of the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement hereunder with respect to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise Loans or other indulgence granted by the Administrative Agent or any Lender with respect Credit Extensions made to any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which an Agent and/or any Lender now has or may hereafter have against any other Borrower, any endorser or any guarantor of all or any part of the Obligations, nor by and any benefit of, and any right to participate in, any security or collateral given to an Agent and/or any Lender to secure payment of the Obligations or any other agreements liability of any Borrower to an Agent and/or any Lender. Upon any Event of Default, the Agents may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or arrangements whatsoever with any portion of the Obligations, without first proceeding against any other Borrowers Borrower or with any other Person, each or against any security or collateral for the Obligations. Each Borrower hereby waiving consents and agrees that 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 notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations. Notwithstanding anything to the contrary in the foregoing, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) none of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the foregoing provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect 10.23 shall apply to any right of subrogation (whether contractual, under Person released from its Obligations as a Subsidiary Borrower in accordance with Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations9.12.

Joint and Several Liability. Each of the Borrowers Borrower shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder all amounts due to Agent and is jointly and severally liable Lenders under this Agreement and the other Financing Agreements, regardless of which Borrower actually receives the Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one hereunder or more Borrowers shall be deemed a payment the amount of such Obligations by Loan received or the manner in which Agent or any Lender accounts for the Loan or other extensions of credit on its books and on behalf records. All references herein or in any of all the other Financing Agreements to any of the obligations of Borrowers to make any payment hereunder or thereunder shall constitute joint and several obligations of Borrowers. All LoansThe Obligations with respect to the Loan made to a Borrower, Swing Line Loans and Letters the Obligations arising as a result of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of a Borrower hereunder, with respect to the Borrowers provided for in this Section 11.14 Loan made to another Borrower, shall not be impaired separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to the Loan or affected other extensions of credit made to each other Borrower shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of such other Borrower or of any modification, supplement, extension promissory note or amendment other document evidencing all or any contract part of the Obligations of such other Borrower, (b) the absence of any attempt to collect the Obligations from such Borrower, any Obligor or agreement any other security therefor, or the absence of any other action to which enforce the other Borrowers may hereafter agree same, (other than an agreement signed c) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any provisions of any instrument evidencing the ObligationsObligations of such other Borrower, nor by or any part thereof, or any other agreements agreement now or arrangements whatsoever with hereafter executed by the other Borrowers Borrower and delivered to Agent or with any other PersonLender, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring (d) the Administrative failure by Agent or any Lender first to resort take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Obligations of such other Borrower, (e) the election of Agent and Lenders in any other rightproceeding instituted under the Bankruptcy Code, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in application of Section 101(51111(b)(2) of the Bankruptcy Code, (f) to which such Borrower is the disallowance of all or would be entitled by virtue any portion of the provisions claim(s) of Agent or any Lender for the repayment of the first paragraph of this Section 11.14 or the performance Obligations of such other Borrower under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of an Obligor or of such other Borrower’s obligations thereunder . With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to the Loan or other extensions of credit made to another Borrower hereunder, each Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation (whether contractualor any remedy which Agent or any Lender now has or may hereafter have against any Borrower or Obligor and any benefit of, under Section 509 and any right to participate in, any security or collateral given to Agent or any Lender. At any time an Event of Default exists or has occurred and is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnityfull amount, or any right portion of recourse the Obligations, without first proceeding against the other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to security for marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations.

Joint and Several Liability. Each of the Borrowers Borrower shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder all amounts due to Agent and is jointly and severally liable Lenders under this Agreement and the other Loan Documents. Any payment made by a Financing Agreements, regardless of which Borrower in respect actually receives the Loans or Letter of Obligations owing by one Credit Accommodations hereunder or more Borrowers shall be deemed a payment the amount of such Obligations by Loans received or the manner in which Agent or any Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and on behalf records. All references herein or in any of all the other Financing Agreements to any of the obligations of Borrowers to make any payment hereunder or thereunder shall constitute joint and several obligations of Borrowers. All LoansThe Obligations with respect to Loans made to a Borrower, Swing Line Loans and Letters the Obligations arising as a result of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of a Borrower hereunder, with respect to Loans made to the Borrowers provided for in this Section 11.14 other Borrower, shall not be impaired separate and distinct obligations, but all such other Obligations shall be primary obligations of each Borrower. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or affected other extensions of credit made to the other Borrower shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrower or of any modification, supplement, extension promissory note or amendment other document evidencing all or any contract or agreement to which part of the Obligations of the other Borrowers may hereafter agree Borrower, (b) the absence of any attempt to collect the Obligations from the other than an agreement signed Borrower or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any provisions of any instrument evidencing the Obligations of the Obligationsother Borrower, nor by or any part thereof, or any other agreements agreement now or arrangements whatsoever with hereafter executed by the other Borrowers Borrower and delivered to Agent or with any other PersonLender, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring (d) the Administrative failure by Agent or any Lender first to resort take any steps to any other rightperfect and maintain its security interest in, remedy or security. Except to preserve its rights and maintain its security or collateral for the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any Obligations of the Obligationsother Borrower, (e) the Noteselection of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, this Agreement or any other Loan Document and any requirement that of the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in application of Section 101(51111(b)(2) of the Bankruptcy Code, (f) to which such Borrower is the disallowance of all or would be entitled by virtue any portion of the provisions claim(s) of Agent or any Lender for the repayment of the first paragraph Obligations of this the other Borrowers under Section 11.14 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of the performance other Borrower other than to the extent of such Borrower’s obligations thereunder the gross negligence or willful misconduct of Agent or a Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrower hereunder, each Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation (whether contractualor any remedy which Agent or any Lender now has or may hereafter have against any Borrower and any benefit of, under Section 509 and any right to participate in, any security or collateral given to Agent or any Lender. Upon any Event of Default, and for so long as such Event of Default is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnityfull amount, or any right portion of recourse the Obligations, without first proceeding against the other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to security for ▇▇▇▇▇▇▇▇ any assets in favor of Borrower(s) or against or in payment of any or all of the Obligations.

Joint and Several Liability. Each (i) All loan advances made to or for the benefit of Borrowers by Lender and all of the Borrowers other Obligations of Borrowers, including all interest, fees, costs and expenses with respect thereto, shall constitute one joint and several direct and general obligation of all Borrowers. Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Borrower shall be jointly and severally severally, with each other Borrower, directly and unconditionally liable with to Lender for all Obligations, it being understood that the other Borrowers for advances to each Borrower inure to the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf benefit of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or that Lender is relying on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of Borrowers as co-makers in extending the Borrowers loans under the Loan Agreement. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Obligation payable to Lender, it will forthwith pay the same, without notice or demand, unless such payment is then prohibited by application of law (provided for in this Section 11.14 such Obligation shall not be impaired or affected extinguished by any modification, supplement, extension such prohibition). (ii) No payment or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed payments made by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person Person or received or collected by Lender from any Borrower or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled Person by virtue of the provisions 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 first paragraph Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of each Borrower under this Section 11.14 or Agreement and the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractualLoan Agreement, under Section 509 and each Borrower shall remain liable for all of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right other Obligations until all of recourse to security for any Obligationsthe Obligations are paid in full.

Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. (a) Each Borrower acknowledges agrees that it is a co-borrower hereunder and is jointly and severally liable to the Bank for the payment of all obligations arising under this Agreement Agreement, and that such liability is independent of the obligations of the other Loan DocumentsBorrower(s). Any payment made by a Borrower Each obligation, promise, covenant, representation and warranty in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower this Agreement shall be deemed to have been made by, and be Loans or Swing Line Loans binding upon, each Borrower, unless this Agreement expressly provides otherwise. The Bank may bring an action against any Borrower, whether an action is brought against the other Borrower(s). (as applicableb) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that any release which may be given by the joint and several liability Bank to the other Borrower(s) or any guarantor will not release such Borrower from its obligations under this Agreement. (c) Each Borrower waives any right to assert against the Bank any defense, setoff, counterclaim, or claims which such Borrower may have against the other Borrower(s) or any other party liable to the Bank for the obligations of the Borrowers provided for in under this Section 11.14 shall not be impaired or affected Agreement. (d) Each Borrower waives any defense by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension reason of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement Borrower’s or any other Loan Document and person’s defense, disability, or release from liability. The Bank can exercise its rights against each Borrower even if any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any other Borrower or any other person no longer is liable because of a statute of limitations or any Collateralfor other reasons. (e) Each Borrower agrees that it is solely responsible for keeping itself informed as to the financial condition of the other Borrower(s) and of all circumstances which bear upon the risk of nonpayment. Each Borrower hereby irrevocably waives and releases each any right it may have to require the Bank to disclose to such Borrower any information which the Bank may now or hereafter acquire concerning the financial condition of the other Borrower(s). (f) Each Borrower waives all rights to notices of default or nonperformance by any other Borrower from under this Agreement. Each Borrower further waives all “claims” (as defined in Section 101(5) rights to notices of the Bankruptcy Code) existence or the creation of new indebtedness by any other Borrower and all rights to which such Borrower is or would be entitled by virtue any other notices to any party liable on any of the provisions credit extended under this Agreement. (g) The Borrowers represent and warrant to the Bank that each will derive benefit, directly and indirectly, from the collective administration and availability of credit under this Agreement. The Borrowers agree that the Bank will not be required to inquire as to the disposition by any Borrower of funds disbursed in accordance with the terms of this Agreement. (h) Until all obligations of the first paragraph Borrowers to the Bank under this Agreement have been paid in full and any commitments of the Bank or facilities provided by the Bank under this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to Agreement have been terminated, each Borrower (a) waives any right of subrogation subrogation, reimbursement, indemnification and contribution (whether contractual, under Section 509 of the Bankruptcy Code statutory or otherwise), reimbursementincluding without limitation, contributionany claim or right of subrogation under the Bankruptcy Code (Title 11, exoneration United States Code) or similar rightany successor statute, which such Borrower may now or hereafter have against any other Borrower with respect to the indebtedness incurred under this Agreement; (b) waives any right to enforce any remedy which the Bank now has or may hereafter have against any other Borrower, and waives any benefit of, and any right to participate in, any security now or hereafter held by the Bank. (i) Each Borrower waives any right to require the Bank to proceed against any other Borrower or any other person; proceed against or exhaust any security; or pursue any other remedy. Further, each Borrower consents to the taking of, or indemnityfailure to take, any action which might in any manner or to any right extent vary the risks of recourse to security the Borrowers under this Agreement or which, but for any Obligationsthis provision, might operate as a discharge of the Borrowers.

Joint and Several Liability. (a) Each of Borrowers acknowledges and agrees that it is the Borrowers shall intent of the parties that each such Borrower be primarily liable for the obligations as a joint and several obligor. It is the intention of the parties that with respect to liability of any Borrower hereunder arising solely by reason of its being jointly and severally liable with for Advances and other extensions of credit taken by Borrowers, the other Borrowers for the Obligations. Each obligations of such Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by absolute, unconditional and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be irrevocable irrespective of: (i) any lack of validity, legality or enforceability of this Agreement or any Note as to any Borrower, as the case may be; (ii) the failure of any Lender or any holder of any Note: (a) to enforce any right or remedy against any Borrower, as the case may be, or any other Person (including any Guarantor or Holdings) under the provisions of this Agreement, such Note, or otherwise, or (b) to exercise any right or remedy against any guarantor of, or collateral securing, any obligations; (iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Indebtedness, or any other extension, compromise or renewal of any Indebtedness; (iv) any reduction, limitation, impairment or termination of any Indebtedness with respect to any Borrower, as the case may be, for any reason, including any claim of Loans waiver, release, surrender, alteration or compromise, and shall not be subject to (including Swing Line Loans), extended and each of Borrowers hereby waives any right to or on behalf claim of) any defense (other than the defense of payment in full of the Indebtedness) 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 Indebtedness with respect to any Borrower, as the case may be; (v) any addition, exchange, release, surrender or nonperfection of any Borrower collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any guaranty, held by any Lender or any holder of the Notes securing any of the Indebtedness; or (vi) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the Indebtedness) available to, or a legal or equitable discharge of, any Borrower, as the case may be, any surety or any guarantor. (b) Each of Borrowers agrees that its joint and several liability hereunder shall be deemed continue to be Loans effective or Swing Line Loans be reinstated, as the case may be, if at any time any payment (in whole or in part) of any of the Indebtedness is rescinded or must be restored by any Lender or any holder of any Note, upon the insolvency, bankruptcy or reorganization of any Borrower, as applicablethe case may be, as though such payment had not been made; (c) extended Each of Borrowers hereby expressly waives: (i) notice of the Lenders’ acceptance of this Agreement; (ii) notice of the existence or creation or non payment of all or any of the Indebtedness other than notices expressly provided for in this Agreement; (iii) presentment, demand, notice of dishonor, protest, and all other notices whatsoever other than notices expressly provided for in this Agreement; (iv) any claim or defense based on an election of remedies; and (v) all diligence in collection or protection of or realization upon the Indebtedness or any part thereof, any obligation hereunder, or any security for or guaranty of any of the foregoing. (d) No delay on behalf any of the Lenders part in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by any of the Lenders of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action of any of the Lenders permitted hereunder shall in any way affect or impair any such Lenders’ rights or any Borrower’s Indebtedness under this Agreement. (e) Each of Borrowers hereby represents and warrants to each of the Lenders that it now has and will continue to have independent means of obtaining information concerning Borrowers’ affairs, financial condition and business. Lenders shall not have any duty or responsibility to provide any Borrower with any credit or other information concerning such Borrower’s affairs, financial condition or business which may come into the Lenders’ possession. (f) Each of Borrowers represents and warrants (i) that the business operations of Borrowers are interrelated and that the business operations of Borrowers complement one another, and such entities have a common business purpose, and (ii) in that, to permit their uninterrupted and continuous operations, such entities now require and will from time to time hereafter require funds and credit accommodations for general business purposes and that (iii) the case proceeds of Letters of advances under the Revolving Credit, issued by the Swing Line, the Term Loan and the other credit facilities extended hereunder will directly or on behalf indirectly benefit Borrowers hereunder, severally and jointly, regardless of any which Borrower shall be deemed to be Letters of Credit issued by receives part or on behalf of each all of the proceeds of such Advances. (g) Notwithstanding anything to the contrary contained herein, it is the intention of Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability)that the amount of the respective Borrowers’ obligations hereunder shall be in, nor but not in excess of, the maximum amount thereof not subject to avoidance or recovery by any delayoperation of applicable law governing bankruptcy, extension reorganization, arrangement, adjustment of timedebts, renewalrelief of debtors, compromise dissolution, insolvency, fraudulent transfers or conveyances or other indulgence granted by similar laws (collectively, “Applicable Insolvency Laws”). To that end, but only in the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, event and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided hereinthat Borrowers’ respective obligations hereunder or any payment made pursuant thereto would, each but for the operation of the foregoing proviso, be subject to avoidance or recovery under Applicable Insolvency Laws, the amount of Borrowers’ respective obligations hereunder shall be limited to the largest amount which, after giving effect thereto, would not, under Applicable Insolvency Laws, render such Borrower’s respective obligations hereunder unenforceable or avoidable or subject to recovery under Applicable Insolvency Laws. To the extent any payment actually made hereunder exceeds the limitation contained in this Section 13.25(g), then the amount of such excess shall, from and after the time of payment by Borrowers (or any of them), be reimbursed by the Lenders upon demand by such Borrowers. The foregoing proviso is intended solely to preserve the rights of the Agent and the Lenders hereunder against Borrowers to the maximum extent permitted by Applicable Insolvency Laws and neither any Borrower hereby expressly waives promptness, diligence, notice of acceptance and nor any Guarantor nor any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust Person shall have any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of claim under this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, 13.25(g) that would not otherwise be available under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any ObligationsApplicable Insolvency Laws.

Joint and Several Liability. (a) Each Borrower agrees that it is jointly and severally, directly and primarily liable to Agent and Lenders for Payment in Full of the Borrowers shall Obligations, except its Excluded Swap Obligations, and that such liability is independent of the duties, obligations, and liabilities of the other Borrowers. Agent or any Lender may bring a separate action or actions on each, any, or all of the Obligations against any Borrower, whether action is brought against the other Borrower(s). (b) Each Borrower agrees that any release which may be jointly and severally liable with given by Agent or any Lender to the other Borrowers for or any guarantor or endorser of any of the Obligations shall not release such other Borrowers from their obligations hereunder. (c) Each Borrower hereby waives any right to assert against Agent or any Lender any defense (legal or equitable), setoff, counterclaim, or claims which any Borrower individually may now or any time hereafter have against the other Borrowers or any other party liable to Agent or any Lender in any manner or way whatsoever. (d) Any and all present and future indebtedness of a Borrower to the other Borrowers is hereby subordinated to the Full Payment of the Obligations. (e) Each Borrower is presently informed as to the financial condition of the other Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower acknowledges hereby covenants that it is will keep itself informed as to the financial condition of the other Borrowers, the status of the other Borrowers and of all circumstances which bear upon the risk of nonpayment. Absent a co-borrower hereunder written request from any Borrower to Agent or any Lender for information, each Borrower hereby waives any and is all rights it may have to require Agent or any Lender to disclose to such Borrower any information which Agent or any Lender may now or hereafter acquire concerning the condition or circumstances of the other Borrower. (f) Each Borrower waives all rights to notices of default, existence, creation, or incurring of new or additional indebtedness, and all other notices of formalities to which such Borrower may, as joint and several Borrower hereunder, be entitled. (g) At the request of Borrowers to facilitate and expedite the administration and accounting processes and procedures of their borrowings hereunder, Agent and ▇▇▇▇▇▇▇ have agreed, in lieu of maintaining separate loan accounts, that Agent shall maintain a single loan account under the name of Borrowers (“Loan Account”). The Revolving Loans shall be made jointly and severally liable to the Borrowers and shall be charged to their Loan Account, together with all interest and other charges as permitted under and pursuant to this Agreement and the other Loan DocumentsAgreement. Any payment made by a Borrower in respect The Revolving Loans shall be credited with all repayments of Obligations owing received by one or more Borrowers shall be deemed a payment of such Obligations by and Agent, on behalf of all Borrowers▇▇▇▇▇▇▇, from any Borrower as paid into a Collection Account pursuant to the terms of this Agreement. (h) Requests for borrowings may be made by any Borrower, pursuant to the terms of Section Two hereof. All Loans, Swing Line Loans Each Borrower expressly agrees and Letters acknowledges that neither Agent nor any Lender shall have any responsibility to inquire into the correctness of Credit deemed to be the apportionment or allocation of or any disposition by any of the Borrowers of (i) in any Obligations, or (ii) any of the case of Loans (including Swing Line Loans), extended expenses and other items charged to or on behalf of any Borrower the Loan Account pursuant to this Agreement. All Obligations and such expenses and other items shall be deemed to be Loans or Swing Line Loans (as applicable) extended made for or on behalf of each the collective, joint, and several account of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed charged to be Letters their Loan Account. (i) Each Borrower agrees and acknowledges that the administration of Credit issued the Obligations on a combined basis as set forth in this Section 13.17 is being done as an accommodation to Borrowers and at their request, and that neither Agent nor any Lender shall incur any liability to any of the Borrowers as a result thereof. TO INDUCE AGENT AND LENDERS TO DO SO, AND IN CONSIDERATION THEREOF, EACH OF THE BORROWERS HEREBY AGREES TO INDEMNIFY AND HOLD AGENT AND EACH LENDER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, EXPENSES, LOSS, DAMAGE, CLAIM OF DAMAGE, OR INJURY, MADE AGAINST AGENT OR ANY LENDER BY ANY OF BORROWERS OR BY ANY OTHER PERSON, ARISING FROM OR INCURRED BY REASON OF SUCH ADMINISTRATION OF THE OBLIGATIONS, EXCEPT TO THE EXTENT SUCH LIABILITIES, EXPENSES, LOSSES, DAMAGES, CLAIMS AND INJURIES (I) RESULT SOLELY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AGENT OR ANY LENDER OR (II) ARE AWARDED AS DIRECT OR ACTUAL DAMAGES (AND NOT ANY DAMAGES CONSTITUTING SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE) TO ANY BORROWER OR GUARANTOR IN AN ACTION BROUGHT BY SUCH BORROWER OR GUARANTOR AGAINST AN INDEMNIFIED PERSON FOR BREACH OF SUCH INDEMNIFIED PERSON’S OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT IF SUCH BORROWER OR GUARANTOR HAS OBTAINED A FINAL, NON-APPEALABLE JUDGMENT IN ITS FAVOR ON SUCH CLAIM AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. (j) Each Borrower represents and warrants to Agent and each Lender that the collective administration of the Obligations is being undertaken by or Agent and each Lender pursuant to this Section 13.17, because Borrowers are integrated in their operation and administration and require financing on behalf a basis permitting the availability of credit from time to time to each of the Borrowers. Each Borrower agrees that will derive benefit, directly and indirectly, from such collective administration and credit availability because the joint and several liability successful operation of each Borrower is enhanced by the continued successful performance of the Borrowers provided for integrated group. (k) Each Borrower hereby postpones and subordinates to the Payment in this Section 11.14 shall not be impaired Full of the Obligations any right of subrogation it has or affected by any modification, supplement, extension or amendment or any contract or agreement to which may have against the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by Obligations or any other agreements or arrangements whatsoever with the other Borrowers or with any other Personindebtedness incurred pursuant to this Agreement. In addition, each Borrower hereby waiving all notice of such delaypostpones any right to proceed against the other Borrowers, extensionnow or hereafter, releasefor contribution, substitutionindemnity, renewalreimbursement, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice rights and claims, whether direct or indirect, liquidated or contingent, such Borrower may now have or hereafter have as against any other Borrower with respect to any of the Obligations, the Notes, this Agreement Obligations or any other Loan Document and any requirement that the Administrative Agent or any Lender protectindebtedness incurred pursuant to this Agreement, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateraluntil all Obligations have been finally Paid in Full. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined agrees that in Section 101(5) light of the Bankruptcy Code) immediately foregoing agreements, the execution of this Agreement shall not be deemed to which make such Borrower is or would be entitled by virtue a “creditor” of the provisions any other Borrower, and that for purposes of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 §§547 and 550 of the Bankruptcy Code or otherwise(11 U.S.C. §§547, 550), reimbursement, contribution, exoneration such Borrower shall not be deemed a “creditor” of the other Borrower. (l) Each Borrower or similar right, Guarantor that is a Qualified ECP when its guaranty of or indemnity, or any right grant of recourse to Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this section voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this section shall remain in full force and effect until Full Payment of all Obligations. Each Borrower and Guarantor intends this section to constitute, and this section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Borrower for all purposes of the Commodity Exchange Act.

Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. (a) Each Borrower acknowledges and agrees that (i) it is a co-borrower hereunder and is shall be jointly and severally severally, with the other Borrower, directly and primarily liable under this Agreement for the Obligations regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans or other extensions of credit received or the manner in which the Administrative Agent and/or any Lender accounts for such Loans or other extensions of credit on its books and records, (ii) each Borrower shall have the obligations of co-maker with respect to each Note and shall be primary obligors with respect to all Loans and the other Loan Documents. Any payment made by a Obligations, it being agreed that such extensions of credit to each Borrower in respect inure to the benefit of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by the Borrower collectively, and on behalf of all Borrowers. All Loans, Swing Line Loans (iii) the Administrative Agent and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers Lenders is relying on such joint and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each several liability of the Borrowerscollective Borrower as co-makers in extending the Loans hereunder. Each Borrower agrees that Borrower’s obligations with respect to Loans made to it and each Borrower’s obligations arising as a result of the joint and several liability of the Borrowers provided for in this Section 11.14 collective Borrower hereunder, with respect to Loans made to the other Borrower hereunder shall not be impaired separate and distinct obligations, but all such Obligations shall be primary obligations of each Borrower. (b) Each Borrower’s obligations arising as a result of the joint and several liability of the collective Borrower hereunder with respect to Obligations of the other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or affected by any modificationenforceability, supplement, extension avoidance or amendment subordination of the Obligations of the other Borrower or other document evidencing all or any contract or agreement to which part of the Obligations of the other Borrowers may hereafter agree Borrower, (ii) the absence of any attempt to collect the Obligations from the other than an agreement signed by Borrower, or any other security therefor, or the Administrative Agent and absence of any other action to enforce the Lenders specifically releasing such liability)same, nor by (iii) the waiver, consent, extension, forbearance or granting of any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the Obligations of the Obligationsother Borrower, nor by or any part thereof, or any other agreements agreement now or arrangements whatsoever with hereafter executed by the other Borrowers Borrower and delivered to the Administrative Agent or with any other PersonLender, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring (iv) the failure by the Administrative Agent or any Lender first to resort take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security for the Obligations of the other Borrower, (v) any borrowing or grant of a security interest by the other Borrower, as debtors-in-possession under Section 364 of the Bankruptcy Code of 1978 or any other rightDebtor Relief Law, remedy (vi) the disallowance of all or security. Except any portion of the Administrative Agent’s or any ▇▇▇▇▇▇’s claim(s) for the repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code of 1978 or any other Debtor Relief Law, or (vii) any other circumstances which might constitute a legal or equitable discharge or defense of the other Borrower. (c) With respect to each Borrower’s obligations arising as a result of the extent otherwise provided hereinjoint and several liability of the collective Borrower hereunder with respect to Obligations of the other Borrower hereunder, each Borrower hereby expressly waives promptnesswaives, diligence, notice until the repayment of acceptance and any other notice with respect to any of the all Obligations, the Notes, this Agreement any right to enforce any right of subrogation or any other Loan Document and any requirement that remedy which the Administrative Agent or any Lender protectnow has or may hereafter have against such Borrower, secure, perfect or insure any Lien endorser or any property subject thereto guarantor of all or exhaust any part of the Obligations, and any benefit of, and any right to participate in, any security or take collateral given to the Administrative Agent or any action against any Lender to secure payment of the Obligations. (d) No payment or payments made by a Borrower or any other person Person or received or collected by the Administrative Agent or any Collateral. Each Lender from a Borrower hereby irrevocably waives and releases each or any other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled Person by virtue of the provisions any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the first paragraph Obligations shall be deemed (except to the extent Obligations are satisfied) to modify, release or otherwise affect the liability of a Borrower under this Section 11.14 or Agreement, which shall remain liable for the performance Obligations until the repayment of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any all Obligations.

Joint and Several Liability. Each of the All Borrowers shall be jointly liable for all amounts due to Agent and severally liable Lenders under this Agreement, regardless of which Borrower actually receives the Advances or Letters of Credit hereunder or the amount of such Advances received or the manner in which Agent and Lenders account for such Advances, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Advances made to a Borrower, and the Obligations arising as a result of the joint and several liability of a Borrower hereunder, with respect to Advances made to the other Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Advances, Letters of Credit or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or Lenders with respect to any provisions of any instrument evidencing the Obligations of the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Agent or Lenders, (d) the failure by Agent or Lenders to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Obligations of the other Borrowers, (e) the election of Agent or Lenders in any proceeding instituted under Title 11 of the United States Code, as amended ("Bankruptcy Code"), of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of Agent or Lenders for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of the other Borrowers. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Advances, Letters of Credit or other extensions of credit made to the other Borrowers hereunder, each Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or Lenders now has or may hereafter have against Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent and Lenders. Upon any Event of Default and for so long as the same is continuing, Agent and Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower acknowledges consents and agrees that it is a co-borrower hereunder Agent and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers Lenders shall be deemed a under no obligation to marshal any assets in favor of Borrower(s) or against or in payment of such Obligations by and on behalf of any or all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. Each of the Borrowers Borrower shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder all amounts due to Agent and is jointly and severally liable Lenders under this Agreement and the other Loan Documents. Any payment made by a Financing Agreements, regardless of which Borrower in respect actually receives the Loans or Letter of Obligations owing by one Credit Accommodations hereunder or more Borrowers shall be deemed a payment the amount of such Obligations by Loans received or the manner in which Agent or any Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and on behalf records. All references herein or in any of all the other Financing Agreements to any of the obligations of Borrowers to make any payment hereunder or thereunder shall constitute joint and several obligations of Borrowers. All LoansThe Obligations with respect to Loans made to a Borrower, Swing Line Loans and Letters the Obligations arising as a result of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of a Borrower hereunder, with respect to Loans made to the Borrowers provided for in this Section 11.14 other Borrower, shall not be impaired separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or affected other extensions of credit made to the other Borrower shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrower or of any modification, supplement, extension promissory note or amendment other document evidencing all or any contract or agreement to which part of the Obligations of the other Borrowers may hereafter agree Borrower, (b) the absence of any attempt to collect the Obligations from the other than an agreement signed Borrower, any Obligor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any provisions of any instrument evidencing the Obligations of the Obligationsother Borrower, nor by or any part thereof, or any other agreements agreement now or arrangements whatsoever with hereafter executed by the other Borrowers Borrower and delivered to Agent or with any other PersonLender, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring (d) the Administrative failure by Agent or any Lender first to resort take any steps to any other rightperfect and maintain its security interest in, remedy or security. Except to preserve its rights and maintain its security or collateral for the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any Obligations of the Obligationsother Borrower, (e) the Noteselection of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, this Agreement or any other Loan Document and any requirement that of the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in application of Section 101(51111(b)(2) of the Bankruptcy Code, (f) to which such Borrower is the disallowance of all or would be entitled by virtue any portion of the provisions claim(s) of Agent or any Lender for the repayment of the first paragraph Obligations of this the other Borrower under Section 11.14 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of an Obligor or of the performance other Borrower. With respect to the Obligations arising as a result of such Borrower’s obligations thereunder the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrower hereunder, each Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation (whether contractualor any remedy which Agent or any Lender now has or may hereafter have against any Borrower or Obligor and any benefit of, under Section 509 and any right to participate in, any security or collateral given to Agent or any Lender. At any time an Event of Default exists or has occurred and is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnityfull amount, or any right portion of recourse the Obligations, without first proceeding against the other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to security for ▇▇▇▇▇▇▇▇ any assets in favor of Borrower(s) or against or in payment of any or all of the Obligations.

Joint and Several Liability. Each of the (a) All Borrowers shall be jointly liable, on a joint and severally liable several basis, for all Obligations, including, without limitation, all amounts due to Agent and Lenders under this Agreement and the Other Documents, regardless of which Borrower actually receives the Advances or other proceeds of the Obligations or the manner in which Agent and Lenders account for such Advances or other Obligations on its books and records or for any other reason. The Obligations with respect to Advances made to a Borrower, and the Obligations arising as a result of the joint and several liability of a Borrower hereunder, with respect to Advances made to the other Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Advances or other Obligations shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (ii) any incapacity or lack of power, authority or legal personality of any other Borrower or other Person, (iii) the absence of any attempt to collect the Obligations from the other Borrowers or any other security therefor, or the absence of any other action to enforce or failure to realize the full value of the same, (iv) any amendment (however fundamental) replacement variation, assignment termination and/or the waiver, consent, extension, forbearance or granting of any indulgence by Agent or Lenders with respect to any provisions of any instrument evidencing the Obligations of the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Agent or Lenders, (v) the failure by Agent, Lenders or any other Person to take any steps to perfect and maintain its Lien in, or to preserve its rights and maintain its security or collateral for the Obligations of the other Borrowers, (vi) the election of Agent, Lenders or any other Person in any proceeding instituted under Title 11 of the United States Code, as amended (“Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code, (vii) the disallowance of all or any portion of the claim(s) of Agent, Lenders or any other Person for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, (viii) any insolvency, liquidation, administration or similar procedure or corporate action in respect of any other Borrower and/or any legal proceedings or procedures by any of the other Borrowers’ creditors or (ix) any other circumstances which might constitute a legal or equitable discharge or defense of the other Borrowers. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Advances, Letters of Credit or other Obligations, each Borrower waives, until all of the Obligations have been Paid in Full, any right to enforce any right of subrogation or any remedy which Agent, Lenders or any other Person now has or may hereafter have against Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent, Lenders or any other Person. Upon any Event of Default and for so long as the same is continuing, Agent and Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower acknowledges consents and agrees that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the none of Agent, Lenders or any other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers Person shall be deemed a under any obligation to marshal any assets in favor of Borrowers or any other Person or against or in payment of such Obligations by and on behalf of any or all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations. (b) Each Borrower expressly waives any and all rights of subrogation, nor by reimbursement, indemnity, exoneration, contribution of any other agreements claim which such Borrower may now or arrangements whatsoever with hereafter have against the other Borrowers or with any other PersonPerson directly or contingently liable for the Obligations hereunder, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent against or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to the other Borrowers’ property (including, without limitation, any of property which is Collateral for the Obligations), arising from the Notes, this Agreement existence or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph performance of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any ObligationsAgreement.

Joint and Several Liability. Each Borrower (including without limitation each Borrowing Affiliate) agrees and acknowledges that the Obligations (subject to the proviso in the last sentence in the definition of "Obligations" as such term is defined in Section 1.1 herein) constitute and will constitute joint and several obligations and liabilities of the Borrowers; provided, however, that anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Borrower with respect to the joint and several liability under this Section 2.14 shall in no event exceed the amount which can be guaranteed by such Borrower under applicable federal, state and applicable foreign laws relating to the insolvency of debtors. Each Borrower further agrees and acknowledges that all actions taken, elections made and notices and certificates furnished or received by it under or pursuant to the Loan Documents shall constitute the action, election, notice or certification of all of the Borrowers shall be jointly and severally liable with under the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers , and that each Authorized Representative shall be deemed a payment of such Obligations by have full authority to act for and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each for all purposes of the BorrowersLoan Documents. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or of any contract or agreement to which the other Borrowers parties thereto may hereafter agree (agree, nor by any modification, release or other alteration of any of the rights of the Agent or any Lender with respect to the Collateral other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability)as provided in Section 2.13(b) hereof, nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent Agent, any Lender or any Lender other Person with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or whatever with any other PersonBorrower or with anyone else, each Borrower hereby waiving all notice of any such delay, extension, release, substitution, renewal, compromise or any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower hereunder is direct and unconditional as to all Obligationsof the Obligations hereunder, and may be enforced without requiring the Administrative Agent Agent, any Lender or any Lender other Person first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each ; no Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to shall have any right of subrogation (whether contractualsubrogation, under Section 509 reimbursement or indemnity whatsoever, nor any right of the Bankruptcy Code or otherwise)recourse to security for indemnity whatsoever, reimbursement, contribution, exoneration or similar right, or indemnity, or nor any right of recourse to security for any of the Obligations hereunder, unless and until all of said Obligations have been paid in full; except as provided in Section 2.13(b) hereof and subject to the proviso to the first sentence of this Section 2.14, nothing shall discharge or satisfy the liability of any Borrower hereunder except the full payment and performance of all of the Obligations; any and all present and future debts and obligations of each Borrower to the other Borrowers are hereby waived and postponed in favor of and subordinated to the full payment and performance of all present and future Obligations of the Borrowers to the Agent, the Lenders and any other Person.

Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. (a) Each Borrower acknowledges agrees that it is a co-borrower hereunder and is jointly and severally liable to the Bank for the payment of all obligations arising under this Agreement Agreement, and that such liability is independent of the obligations of the other Loan DocumentsBorrower(s) (or any guarantor). Any payment made by a Borrower in respect of Obligations owing by one The Bank may bring an action against any Borrower, whether an action is brought against the other Borrower(s) (or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be any guarantor). (ib) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that any release which may be given by the joint and several liability Bank to the other Borrower(s) (or any guarantor) will not release such Borrower from its obligations under this Agreement. (c) Each Borrower waives any right to assert against the Bank any defense, setoff, counterclaim, or claims which such Borrower may have against the other Borrower(s) or any other party (including any guarantor) liable to the Bank for the obligations of the Borrowers provided under this Agreement. (d) Each Borrower agrees that it is solely responsible for in this Section 11.14 shall not be impaired or affected by keeping itself informed as to the financial condition of the other Borrower(s) and of all circumstances which bear upon the risk of nonpayment. Each Borrower waives any modification, supplement, extension or amendment or right it may have to require the Bank to disclose to such Borrower any contract or agreement to information which the other Borrowers Bank may now or hereafter agree (other than an agreement signed by acquire concerning the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any financial condition of the Obligations, nor other Borrower(s). (e) Each Borrower waives all rights to notices of default or nonperformance by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, under this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any CollateralAgreement. Each Borrower hereby irrevocably further waives and releases each other Borrower from all “claims” (as defined in Section 101(5) rights to notices of the Bankruptcy Codeexistence or the creation of new indebtedness by any other Borrower. (f) The Borrowers represent and warrant to which such the Bank that they each will derive benefit, directly and indirectly, from the collective administration and availability of credit under this Agreement. The Borrowers agree that the Bank will not be required to inquire as to the disposition by any Borrower is or would be entitled by virtue of funds disbursed in accordance with the provisions of the first paragraph terms of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to Agreement. (g) Each Borrower waives any right of subrogation subrogation, reimbursement, indemnification and contribution (whether contractual, under Section 509 of the Bankruptcy Code statutory or otherwise), reimbursementincluding without limitation, contribution, exoneration any claim or similar right, or indemnity, right of subrogation under the Bankruptcy Code (Title 11 of the U.S. Code) or any successor statute, which such Borrower may now or hereafter have against any other Borrower with respect to the indebtedness incurred under this Agreement, unless and until this Agreement is terminated and all debts to the Bank arising hereunder have been fully paid and satisfied. Each Borrower further waives any right of recourse to enforce any remedy which the Bank now has or may hereafter have against any other Borrower, and waives any benefit of, and any right to participate in, any security for any Obligationsnow or hereafter held by the Bank.

Joint and Several Liability. Each (a) The Obligations of the Borrowers are joint and several; except that each Subsidiary Borrower which is not a U.S. Subsidiary of ▇▇▇▇▇▇▇ shall be liable only for Loans made to it and with respect to Letters of Credit issued for its account. (b) Each Borrower acknowledges and agrees that it is the intent of the parties that each Borrower be primarily liable for the Obligations as a joint and several obligor (except as specifically set forth in this Section 11.13). It is the intention of the parties that with respect to liability of any Borrower hereunder arising solely by reason of its being jointly and severally liable with for Borrowings and Loans taken by other Borrowers, the other Borrowers for the Obligations. Each obligations of such Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by absolute, unconditional and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be irrevocable irrespective of: (i) in the case any lack of Loans (including Swing Line Loans)validity, extended to legality or on behalf enforceability of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any Note as to any other Loan Document and Borrower; (ii) the failure of any requirement that the Administrative Agent Lender or any Lender protect, secure, perfect or insure holder of any Lien or any property subject thereto or exhaust Note (A) to enforce any right or take any action remedy against any Borrower or any other person or Person (including any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5guarantor) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of under the provisions of this Agreement, the first paragraph Note, or otherwise, or (B) to exercise any right or remedy against any guarantor of, or collateral securing, any Obligations; (iii) any change in the time, manner or place of this Section 11.14 payment of, or in any other term of, all or any of the performance Obligations, or any other extension, compromise or renewal of such Borrower’s obligations thereunder any Obligations; (iv) any reduction, limitation, impairment or termination of any Obligations with respect to any other Borrower for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Borrower hereby waives any right of subrogation (whether contractualto or claim of) any defense or setoff, under Section 509 counterclaim, recoupment or termination whatsoever by reason of the Bankruptcy Code or otherwise)invalidity, reimbursementillegality, contributionnongenuineness, exoneration or similar rightirregularity, or indemnitycompromise, unenforceability of, or any right other event or occurrence affecting, any Obligations with respect to any other Borrower; (v) any addition, exchange, release, surrender or nonperfection of recourse any collateral, or any amendment to security for or waiver or release or addition of, or consent to departure from, any guaranty, held by any Lender or any holder of the Note securing any of the Obligations; or (vi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any other Borrower, any surety or any guarantor. Each Borrower agrees that its joint and several liability hereunder shall continue to be effective or be reinstated, as the case may be, if at any time any payment (in whole or in part) of any of the Obligations is rescinded or must be restored by any Lender or any holder of any Note, upon the insolvency, bankruptcy or reorganization of any Borrower as though such payment had not been made.

Joint and Several Liability. a. Each Borrower hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of the Borrowers shall be jointly such Borrower or Borrowers, and severally liable hereby authorizes Lender to pay over or credit all loan proceeds hereunder in accordance with the other Borrowers for the Obligations. Each Borrower acknowledges that it is request of Borrowing Agent. b. The handling of this credit facility as a co-borrower hereunder and is jointly and severally liable under borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to Borrowers and the other Loan Documentsat their request. Any payment made Lender shall not incur liability to Borrowers as a result thereof. To induce Lender to do so and in consideration thereof, each Borrower hereby indemnifies Lender and holds Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Lender by a Borrower in respect of Obligations owing any Person arising from or incurred by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each reason of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each handling of the Borrowers. Each Borrower agrees that the joint and several liability financing arrangements of the Borrowers as provided for in this Section 11.14 shall not be impaired herein, reliance by Lender on any request or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative instruction from Borrowing Agent or any other action taken by Lender with respect to any this Section 2.12 except due to willful misconduct or gross negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment). c. All Obligations shall be joint and several, and each Borrower shall make payment upon the maturity of the ObligationsObligations by acceleration or otherwise, nor and such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by Lender to any Borrower, failure of Lender to give any Borrower notice of borrowing or any other agreements notice, any failure of Lender to pursue or arrangements whatsoever with preserve its rights against any Borrower, the release by Lender of any Collateral now or thereafter acquired from any Borrower, and such agreement by each Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Lender to the other Borrowers or with any Collateral for such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship defenses. d. Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other Person, each claim which such Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise may now or hereafter have against the other Borrowers or other indulgencePerson directly or contingently liable for the Obligations hereunder, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy against or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to the other Borrowers’ Property (including, without limitation, any property which is Collateral for the Obligations), arising from the existence or performance of this Agreement, until termination of this Agreement and repayment in full of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. (a) Each Borrower agrees that it is jointly and severally, directly and primarily liable to Agent and Lenders for payment in full of the Borrowers shall Obligations and that such liability is independent of the duties, obligations, and liabilities of the other Borrowers. Agent or any Lender may bring a separate action or actions on each, any, or all of the Obligations against any Borrower, whether action is brought against the other Borrower(s). (b) Each Borrower agrees that any release which may be jointly and severally liable with given by Agent or any Lender to the other Borrowers for or any guarantor or endorser of any of the Obligations shall not release such other Borrowers from their obligations hereunder. (c) Each Borrower hereby waives any right to assert against Agent or any Lender any defense (legal or equitable), setoff, counterclaim, or claims which any Borrower individually may now or any time hereafter have against the other Borrowers or any other party liable to Agent or any Lender in any manner or way whatsoever. (d) Any and all present and future indebtedness of a Borrower to the other Borrowers is hereby subordinated to the full payment and performance of the Obligations. (e) Each Borrower is presently informed as to the financial condition of the other Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower acknowledges hereby covenants that it is will keep itself informed as to the financial condition of the other Borrowers, the status of the other Borrowers and of all circumstances which bear upon the risk of nonpayment. Absent a co-borrower hereunder written request from any Borrower to Agent or any Lender for information, each Borrower hereby waives any and is all rights it may have to require Agent or any Lender to disclose to such Borrower any information which Agent or any Lender may now or hereafter acquire concerning the condition or circumstances of the other Borrower. (f) Each Borrower waives all rights to notices of default, existence, creation, or incurring of new or additional indebtedness, and all other notices of formalities to which such Borrower may, as joint and several Borrower hereunder, be entitled. (g) At the request of Borrowers to facilitate and expedite the administration and accounting processes and procedures of their borrowings hereunder, Agent and Lenders have agreed, in lieu of maintaining separate loan accounts, that Agent shall maintain a single loan account under the name of Borrowers (“Loan Account”). The Loan shall be made jointly and severally liable to the Borrowers and shall be charged to their Loan Account, together with all interest and other charges as permitted under and pursuant to this Agreement and the other Agreement. The Loan Documents. Any payment made by a Borrower in respect shall be credited with all repayments of Obligations owing received by one or more Borrowers shall be deemed a payment of such Obligations by and Agent, on behalf of all BorrowersLenders, from any Borrower as paid into the Collection Account pursuant to the terms of this Agreement. (h) Requests for borrowings may be made by any Borrower, pursuant to the terms of Section Two hereof. All Loans, Swing Line Loans Each Borrower expressly agrees and Letters acknowledges that neither Agent nor any Lender shall have any responsibility to inquire into the correctness of Credit deemed to be the apportionment or allocation of or any disposition by any of the Borrowers of (i) in any Obligations, or (ii) any of the case of Loans (including Swing Line Loans), extended expenses and other items charged to or on behalf of any Borrower the Loan Account pursuant to this Agreement. All Obligations and such expenses and other items shall be deemed to be Loans or Swing Line Loans (as applicable) extended made for or on behalf of each the collective, joint, and several account of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed charged to be Letters their Loan Account. (i) Each Borrower agrees and acknowledges that the administration of Credit issued the Obligations on a combined basis as set forth in this Paragraph 13.17 is being done as an accommodation to Borrowers and at their request, and that neither Agent nor any Lender shall incur any liability to any of the Borrowers as a result thereof. TO INDUCE AGENT AND LENDERS TO DO SO, AND IN CONSIDERATION THEREOF, EACH OF THE BORROWERS HEREBY AGREES TO INDEMNIFY AND HOLD AGENT AND EACH LENDER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, EXPENSES, LOSS, DAMAGE, CLAIM OF DAMAGE, OR INJURY, MADE AGAINST AGENT OR ANY LENDER BY ANY OF BORROWERS OR BY ANY OTHER PERSON, ARISING FROM OR INCURRED BY REASON OF SUCH ADMINISTRATION OF THE OBLIGATIONS, EXCEPT TO THE EXTENT SUCH LIABILITIES, EXPENSES, LOSSES, DAMAGES, CLAIMS AND INJURIES (I) RESULT SOLELY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AGENT OR ANY LENDER OR (II) ARE AWARDED AS DIRECT OR ACTUAL DAMAGES (AND NOT ANY DAMAGES CONSTITUTING SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE) TO ANY BORROWER OR GUARANTOR IN AN ACTION BROUGHT BY SUCH BORROWER OR GUARANTOR AGAINST AN INDEMNIFIED PERSON FOR BREACH OF SUCH INDEMNIFIED PERSON’S OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT IF SUCH BORROWER OR GUARANTOR HAS OBTAINED A FINAL, NON-APPEALABLE JUDGMENT IN ITS FAVOR ON SUCH CLAIM AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. (j) Each Borrower represents and warrants to Agent and each Lender that the collective administration of the Obligations is being undertaken by or Agent and each Lender pursuant to this Paragraph 13.17, because Borrowers are integrated in their operation and administration and require financing on behalf a basis permitting the availability of credit from time to time to each of the Borrowers. Each Borrower agrees that will derive benefit, directly and indirectly, from such collective administration and credit availability because the joint and several liability successful operation of each Borrower is enhanced by the continued successful performance of the Borrowers provided for integrated group. (k) Each Borrower hereby postpones and subordinates to the final payment in this Section 11.14 shall not be impaired full of the Obligations any right of subrogation it has or affected by any modification, supplement, extension or amendment or any contract or agreement to which may have against the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by Obligations or any other agreements or arrangements whatsoever with the other Borrowers or with any other Personindebtedness incurred pursuant to this Agreement. In addition, each Borrower hereby waiving all notice of such delaypostpones any right to proceed against the other Borrowers, extensionnow or hereafter, releasefor contribution, substitutionindemnity, renewalreimbursement, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice rights and claims, whether direct or indirect, liquidated or contingent, such Borrower may now have or hereafter have as against any other Borrower with respect to any of the Obligations, the Notes, this Agreement Obligations or any other Loan Document and any requirement that the Administrative Agent or any Lender protectindebtedness incurred pursuant to this Agreement, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateraluntil all Obligations have been finally paid in full. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined agrees that in Section 101(5) light of the Bankruptcy Code) immediately foregoing agreements, the execution of this Agreement shall not be deemed to which make such Borrower is or would be entitled by virtue a “creditor” of any other Borrower, and that for purposes of §§547 and 550 of the provisions United States Bankruptcy Code (11 U.S.C. §§547, 550), such Borrower shall not be deemed a “creditor” of the first paragraph of this Section 11.14 or the performance of such other Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. Each of the (a) All Borrowers shall be jointly liable for all amounts due to Agent and severally liable Lenders under this Agreement, regardless of which Borrower actually receives the Loans or Letters of Credit hereunder or the amount of such Loans received or the manner in which Agent and Lenders account for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans made to a Borrower, and the Obligations arising as a result of the joint and several liability of a Borrower hereunder, with respect to Loans made to the other Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (ii) the absence of any attempt to collect the Obligations from the other Borrowers or any 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 Lenders with respect to any provisions of any instrument evidencing the Obligations of the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Agent, for itself and on behalf of Lenders, (iv) the failure by Agent or Lenders to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Obligations of the other Borrowers, (v) the election of Agent or Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) the disallowance of all or any portion of the claim(s) of Agent or Lenders for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (vii) any other circumstances which might constitute a legal or equitable discharge or defense of the other Borrowers. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder, each Borrower waives, until Full Payment of the Obligations and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or Lenders now has or may hereafter have against Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent and Lenders. Upon any Event of Default and for so long as the same is continuing, Agent and Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower acknowledges consents and agrees that it is a co-borrower hereunder Agent and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers Lenders shall be deemed a under no obligation to marshal any assets in favor of Borrower(s) or against or in payment of such Obligations by and on behalf of any or all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations. (b) Each Borrower expressly waives any and all rights of subrogation, nor by reimbursement, indemnity, exoneration, contribution of any other agreements claim which such Borrower may now or arrangements whatsoever with hereafter have against the other Borrowers or with any other PersonPerson directly or contingently liable for the Obligations hereunder, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent against or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to the other Borrowers’ property (including, without limitation, any of property which is Collateral for the Obligations), arising from the Notes, this Agreement existence or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph performance of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any ObligationsAgreement.

Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. (a) Each Borrower acknowledges agrees that it is a co-borrower hereunder and is jointly and severally liable to the Bank for the payment of all obligations arising under this Agreement Agreement, and that such liability is independent of the obligations of the other Loan DocumentsBorrower(s). Any payment made by a Borrower Each obligation, promise, covenant, representation and warranty in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower this Agreement shall be deemed to have been made by, and be Loans or Swing Line Loans binding upon, each Borrower, unless this Agreement expressly provides otherwise. The Bank may bring an action against any Borrower, whether an action is brought against the other Borrower(s). (as applicableb) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that any release which may be given by the joint and several liability Bank to the other Borrower(s) or any guarantor will not release such Borrower from its obligations under this Agreement. (c) Each Borrower waives any right to assert against the Bank any defense, setoff, counterclaim, or claims which such Borrower may have against the other Borrower(s) or any other party liable to the Bank for the obligations of the Borrowers provided for in under this Section 11.14 shall not be impaired or affected Agreement. (d) Each Borrower waives any defense by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension reason of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement Borrower’s or any other Loan Document and person’s defense, disability, or release from liability. The Bank can exercise its rights against each Borrower even if any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any other Borrower or any other person no longer is liable because of a statute of limitations or any Collateralfor other reasons. (e) Each Borrower agrees that it is solely responsible for keeping itself informed as to the financial condition of the other Borrower(s) and of all circumstances which bear upon the risk of nonpayment. Each Borrower hereby irrevocably waives and releases each any right it may have to require the Bank to disclose to such Borrower any information which the Bank may now or hereafter acquire concerning the financial condition of the other Borrower(s). (f) Each Borrower waives all rights to notices of default or nonperformance by any other Borrower from under this Agreement. Each Borrower further waives all “claims” (as defined in Section 101(5) rights to notices of the Bankruptcy Codeexistence or the creation of new indebtedness by any other Borrower and all rights to any other notices to any party liable on any of the credit extended under this Agreement. (g) Each Borrower represents and warrants to which the Bank that such Borrower is or would will derive benefit, directly and indirectly, from the collective administration and availability of credit under this Agreement. The Bank will not be entitled required to inquire as to the disposition by virtue any Borrower of funds disbursed in accordance with the terms of this Agreement. (h) Until all obligations of the provisions Borrowers to the Bank under this Agreement have been paid in full and any commitments of the first paragraph of this Section 11.14 Bank or the performance of such Borrower’s obligations thereunder with respect to Facilities provided by the Bank under this Agreement have been terminated, each Borrower waives any right of subrogation subrogation, reimbursement, indemnification and contribution (whether contractual, under Section 509 of the Bankruptcy Code statutory or otherwise), reimbursementwhich such Borrower may now or hereafter have against any other Borrower with respect to the indebtedness incurred under this Agreement. (i) Each Borrower waives any right to require the Bank to proceed against any other Borrower or any other person; proceed against or exhaust any security; or pursue any other remedy. Further, contribution, exoneration or similar righteach Borrower consents to the taking of, or indemnityfailure to take, any action which might in any manner or to any right extent vary the risks of recourse to security the Borrowers under this Agreement or which, but for any Obligationsthis provision, might operate as a discharge of the Borrowers.

Joint and Several Liability. (a) Each of the Borrowers shall is accepting joint and several liability hereunder in consideration of the financial accommodation to be jointly and severally liable with provided by the other Borrowers Lenders under this Credit Agreement, for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder mutual benefit, directly and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loansindirectly, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in consideration of the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. (b) Each of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all Obligations, it being the intention of the parties hereto that all such Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them. (c) If and to the extent that either of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. (d) The obligations of each Borrower under the provisions of this Section 11.18 constitute full recourse obligations of the Borrowers, enforceable against the Borrowers to the full extent of their properties and assets, irrespective of the validity, regularity or enforceability of this Credit Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loan made under this Credit Agreement, notice of occurrence of any Event of Default, or of any demand for any payment under this Credit Agreement, notice of any action at any time taken or omitted by any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Credit Agreement. Each Borrower agrees that hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by either Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Credit Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of either Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Lender, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which might, but for the provisions of this Section 11.18, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 11.18, it being the intention of each Borrower that, so long as any of the Obligations remain unsatisfied, the obligations of such Borrower under this Section 11.18 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 11.18 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either Borrower or any Lender. The joint and several liability of the Borrowers provided for hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of either Borrower or any Lender. (f) The provisions of this Section 11.14 shall not 11.18 are made for the benefit of the Lenders and their respective successors and assigns, and may be impaired or affected enforced by any modification, supplement, extension such Person from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or amendment or to exercise any contract or agreement to which of its rights against either of the other Borrowers may hereafter agree (or to exhaust any remedies available to it against the other than an agreement signed by Borrower or to resort to any other source or means of obtaining payment of any of the Administrative Agent and Obligations or to elect any other remedy. The provisions of this Section 11.18 shall remain in effect until all the Lenders specifically releasing such liability), nor by Obligations shall have been paid in full or otherwise fully satisfied. If at any delay, extension of time, renewalany payment, compromise or other indulgence granted by the Administrative Agent or any Lender with part thereof, made in respect to of any of the Obligations, nor is rescinded or must otherwise be restored or returned by any other agreements Lender upon the insolvency, bankruptcy or arrangements whatsoever with reorganization of either of the other Borrowers Borrowers, or with otherwise, the provisions of this Section 11.18 will forthwith be reinstated in effect, as though such payment had not been made. (g) Notwithstanding any provision to the contrary contained herein or in any other Personof the Credit Documents, each to the extent the joint obligations of a Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting shall be adjudicated to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each Borrower is direct and unconditional as to all Obligations, and may hereunder shall be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except limited to the extent otherwise provided hereinmaximum amount that is permissible under applicable law (whether federal or state and including, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligationswithout limitation, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the federal Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. Each of the The Borrowers shall be jointly liable for all amounts due to the Agent and/or any Lender under this Agreement, regardless of which Borrower actually receives the proceeds of the Term Loan or other extensions of credit hereunder or the amount of such Term Loan received or the manner in which the Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and severally liable with the other Borrowers for the Obligationsrecords. Each Borrower acknowledges that it is Borrower's Obligations with respect to the Term Loan made to it, and each Borrower's Obligations arising as a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect result of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modificationhereunder, supplement, extension or amendment or any contract or agreement with respect to which the Term Loan made to the other Borrowers may hereafter agree hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of each Borrower. Each Borrower's Obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to the Term Loan or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of the other than an agreement signed Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (ii) the absence of any attempt to collect the Obligations from the other Borrowers, any other guarantor, or any 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 and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or and/or any Lender with respect to any provision of any instrument evidencing the Obligations of the Obligationsother Borrowers, nor by or any part thereof, or any other agreements agreement now or arrangements whatsoever with hereafter executed by the other Borrowers or with and delivered to the Agent and/or any other PersonLender, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring (iv) the Administrative failure by the Agent or and/or any Lender first to resort take any steps to perfect and maintain its security interest in, or to preserve its rights to, any other right, remedy security or security. Except to Collateral for the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any Obligations of the Obligationsother Borrowers, (v) the NotesAgent's and/or any Lender's election, this Agreement or in any other Loan Document and any requirement that proceeding instituted under the Administrative Agent or any Lender protectBankruptcy Code, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in of the application of Section 101(51111(b)(2) of the Bankruptcy Code, (vi) to which such Borrower is any borrowing or would be entitled grant of a security interest by virtue the other Borrowers, as debtors-in-possession under Section 364 of the provisions Bankruptcy Code, (vii) the disallowance of all or any portion of the first paragraph Agent's and/or any Lender's claim(s) for the repayment of this the Obligations of the other Borrowers under Section 11.14 502 of the Bankruptcy code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of the performance other Borrowers. With respect to each Borrower's Obligations arising as a result of such Borrower’s obligations thereunder the joint and several liability of the Borrowers hereunder with respect to the Term Loan or other extensions of credit made to any of the other Borrowers hereunder, each Borrower waives, until the non-contingent monetary Obligations shall have been paid in full in immediately available funds and the Agreement shall have been terminated, any right to enforce any right of subrogation (whether contractualor any remedy which the Agent and/or any Lender now has or may hereafter have against such Borrower, under Section 509 any endorser or any guarantor of all or any part of the Bankruptcy Code Obligations, and any benefit of, and any right to participate in, any security or otherwise)collateral given to the Agent and/or any Lender to secure payment of the Obligations or any other liability of the Borrowers to the Agent and/or any Lender. Upon and during the continuance of any Event of Default, reimbursementthe Agent may proceed directly and at once, contributionwithout notice, exoneration or similar right, or indemnityagainst any Borrower to collect and recover the full amount, or any right portion of recourse the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Agent shall be under no obligation to security for marshal any assets in favor of such Borrower or against or in payment of any or all of the Obligations.

Joint and Several Liability. (a) Each Borrower accepts joint and several liability hereunder and under the other Loan Documents in consideration of the Borrowers financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of each Borrower to accept joint and several liability for the Obligations. (b) Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a surety and as a co-debtor, joint and several liability with each other Borrower, with respect to the performance of this Agreement and the payment and performance of all of the Obligations (including, without limitation, any obligations arising under this Section), it being the intention of the parties hereto that all the Obligations shall be jointly the joint and severally liable several obligations of each Borrower without preferences or distinction among them. (c) If and to the extent that any Borrower shall fail to make any payment with respect to any Obligation as and when due or to perform any Obligation in accordance with the terms thereof, then, in each such event, the other Borrowers will make such payment with respect to, or perform, such Obligation, as applicable. (d) The obligations of each Borrower under the provisions of this Section constitute the absolute and unconditional, full recourse obligations of each Borrower enforceable against each such Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Advances issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, Forbearance Default or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Lender under or in respect of any Obligation, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any Obligation, the acceptance of any payment of any Obligation, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Lender at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Lender in respect of any Obligation, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any Obligation or the addition, substitution or release, in whole or in part, of any Borrower or any part of the security for any Obligation. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its obligations under this Section, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrowers. The joint and several liability of each Borrower hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, constitution or place of formation of any other Borrower or Lender. (f) Each Borrower represents and warrants to Lender that such Borrower is currently informed of the financial condition of each other Borrower and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower acknowledges hereby covenants that such Borrower will continue to keep informed of each other Borrower’s financial condition, the financial condition of other Guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. (g) The provisions of this Section are made for the benefit of Lender and its respective successors and assigns, and may be enforced by it from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Lender, or any or their respective successors or assigns first to marshal any claims or to exercise any rights against any other Borrower or to exhaust any remedies available against any other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Lender upon any insolvency proceeding of any Borrower, or otherwise, the provisions of this Section will forthwith be reinstated in effect, as though such payment had not been made. (h) Each Borrower hereby agrees that it is a co-borrower will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder and is jointly and severally liable or under this Agreement and any of the other Loan Documents. Any payment , any payments made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed it to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any Obligations or any collateral security therefor until such time as all of the Obligations, nor by Obligations have been paid in full in cash. Any claim which any Borrower may have against any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency proceeding relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower. (i) Each Borrower hereby agrees that, after the occurrence and during the continuance of any Default, Event of Default or Forbearance Default, the payment of any amounts due with respect to the Indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment in full in cash of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives agrees that after the occurrence and releases each during the continuance of any Default, Event of Default or Forbearance Default, such Borrower will not demand, ▇▇▇ for or otherwise attempt to collect any Indebtedness of any other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) owing to which such Borrower is until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance receive any amounts in respect of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractualIndebtedness, under Section 509 of the Bankruptcy Code or otherwise)such amounts shall be collected, reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligationsenforced and received by such Borrower as trustee Lender.

Joint and Several Liability. (a) Each of the Borrowers shall is accepting joint and several liability hereunder in consideration of the financial accommodation to be jointly provided by the Lenders under this Agreement, for the mutual benefit, directly and severally liable indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. (b) Each of the Borrowers hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co debtor, joint and several liability with the other Borrowers for with respect to the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder payment and is jointly and severally liable performance of all of the Obligations arising under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect , it being the intention of the parties hereto that all of the Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by the joint and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf several obligations of each of the Borrowers without preferences or distinction among them. (c) If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the obligations hereunder as and when due or to perform any of such obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such obligation. (iid) The obligations of each Borrower under the provisions of this Section 2.19 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement) or of any demand for any payment under this Agreement (except to the extent demand is expressly required to be given pursuant to the terms of this Agreement), notice of any action at any time taken or omitted by the Lenders under or in respect of any of the Obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Lenders at any time or times in respect of any default by any Borrower in the case performance or satisfaction of Letters any term, covenant, condition or provision of Creditthis Agreement, issued any and all other indulgences whatsoever by the Lenders in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or any failure to act on behalf the part of the Lenders, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this Section 2.19, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 2.19, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 2.19 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 2.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any Lender. (f) The provisions of this Section 2.19 are made for the benefit of the Administrative Agent and the Lenders and their respective successors and assigns, and may be enforced by any such Person from time to time against any of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against any of the other Borrowers or to exhaust any remedies available to it against any of the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this Section 2.19 shall remain in effect until all of the Obligations hereunder shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be deemed to be Letters restored or returned by the Lenders upon the insolvency, bankruptcy or reorganization of Credit issued by or on behalf of each any of the Borrowers, or otherwise, the provisions of this Section 2.19 will forthwith be reinstated and in effect as though such payment had not been made. (g) Notwithstanding any provision to the contrary contained herein or in any other Loan Document, the obligations of each Designated Borrower hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law or any Debtor Relief Laws. (h) The Borrowers hereby agree as among themselves that, in connection with payments made hereunder, each such Person shall have a right of contribution from each other Borrower in accordance with applicable Laws. Each Such contribution rights shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been irrevocably paid in full and the Commitments relating thereto shall have expired or been terminated, and none of the Borrowers shall exercise any such contribution rights until the Obligations have been irrevocably paid in full and the Commitments relating thereto shall have expired or been terminated. (i) Notwithstanding the foregoing, or anything else in this Agreement to the contrary, if at the time the Parent Borrower agrees notifies the Administrative Agent and the Lenders that it has determined, in its reasonable judgment, that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever a Borrower that is a Foreign Obligor with the other Borrowers would result in adverse tax consequences to the Parent Borrower or with any other Personthe Group Members taken as a whole, each Borrower hereby waiving all notice then the obligations of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to Borrower shall instead be bound thereby as fully and effectually as if it had expressly agreed thereto several in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligationsnature.

Joint and Several Liability. (a) Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations, and each of the Obligations shall be secured by all of the Collateral. Each Borrower of the Borrowers acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made All financial accommodations extended to any of the Borrowers or requested by a Borrower in respect any of Obligations owing by one or more the Borrowers shall be deemed a payment to be financial accommodations extended for each of such Obligations the Borrowers, and each of the Borrowers hereby authorizes each other of the Borrowers to effectuate borrowings on its behalf. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, the Lenders shall be entitled to rely upon any request, notice or other communication received by and them from any of the Borrowers on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed shall be entitled to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf treat their giving of any Borrower shall be deemed notice hereunder to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each any of the Borrowers as notice to each and all Borrowers. (iib) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each Each of the Borrowers. Each Borrower Borrowers agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 2.04 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Personperson, each Borrower of the Borrowers hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower of the Borrowers is direct and unconditional as to all of the Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to Each of the extent otherwise provided herein, each Borrower Borrowers hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Term Notes, the Post-Petition Closing Fee, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender Lenders protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower of the Borrowers or any other person or any Collateral. . (c) Each Borrower of the Borrowers hereby irrevocably waives and releases each other Borrower of the Borrowers from all “"claims” " (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is Borrowers are or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 subsection 2.04(b) hereof or the performance of such Borrower’s 's obligations thereunder with respect to including, without limitation, any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any of the Obligations.

Joint and Several Liability. Each of the All Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder all amounts due to Agent and is jointly and severally liable Lenders under this Agreement and the other Loan Documents. Any payment made by a Financing Agreements, regardless of which Borrower in respect actually receives the Loans or Letter of Obligations owing by one Credit Accommodations hereunder or more Borrowers shall be deemed a payment the amount of such Obligations by Loans received or the manner in which Agent or any Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and on behalf records. All references herein or in any of all the other Financing Agreements to any of the obligation of Borrowers to make any payment hereunder or thereunder shall constitute joint and several obligations of Borrowers. All LoansThe Obligations with respect to Loans made to a Borrower, Swing Line Loans and Letters the Obligations arising as a result of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of a Borrower hereunder, with respect to Loans made to the Borrowers provided for in this Section 11.14 other Borrowers, shall not be impaired separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or affected by any modification, supplement, extension or amendment or any contract or agreement other extensions of credit made to which the other Borrowers may hereafter agree shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by 40 Borrowers or of any delay, extension of time, renewal, compromise promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence granted by the Administrative Agent or any Lender with respect to any provisions of any instrument evidencing the Obligations of the Obligationsother Borrowers, nor by or any part thereof, or any other agreements agreement now or arrangements whatsoever with hereafter executed by the other Borrowers and delivered to Agent or with any other PersonLender, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring (d) the Administrative failure by Agent or any Lender first to resort take any steps to any other rightperfect and maintain its security interest in, remedy or security. Except to preserve its rights and maintain its security or collateral for the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any Obligations of the Obligationsother Borrowers, (e) the Noteselection of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, this Agreement or any other Loan Document and any requirement that of the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in application of Section 101(51111(b)(2) of the Bankruptcy Code, (f) to which such Borrower is the disallowance of all or would be entitled by virtue any portion of the provisions claim(s) of Agent or any Lender for the repayment of the first paragraph Obligations of this the other Borrowers under Section 11.14 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of a Guarantor or of the performance other Borrowers other than to the extent of such Borrower’s obligations thereunder the gross negligence or wilful misconduct of Agent or a Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrowers hereunder, each Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation (whether contractualor any remedy which Agent or any Lender now has or may hereafter have against any Borrower or Guarantor and any benefit of, under Section 509 and any right to participate in, any security or collateral given to Agent or any Lender. Upon any Event of Default, and for so long as such Event of Default is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnityfull amount, or any right portion of recourse the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to security for ▇▇▇▇▇▇▇▇ any assets in favor of Borrower(s) or against or in payment of any or all of the Obligations.

Joint and Several Liability. Each of the Borrowers All Loans, upon funding, shall be deemed to be jointly funded to and severally liable with received by the other Borrowers for the ObligationsBorrowers. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement for all Obligations, regardless of the manner or amount in which proceeds of Loans are used, allocated, shared or disbursed by or among the Borrowers themselves, or the manner in which an Agent and/or any Lender accounts for such Loans or other Credit Extensions on its books and records. Each Borrower shall be liable for all amounts due to an Agent and/or any Lender from the Borrowers under this Agreement, regardless of which Borrower actually receives Loans or other Credit Extensions hereunder or the amount of such Loans and Credit Extensions received or the manner in which such Agent and/or such Lender accounts for such Loans or other Credit Extensions on its books and records. Each Borrower’s Obligations with respect to Loans and other Credit Extensions made to it, and such Borrower’s Obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers hereunder shall be deemed a payment separate and distinct obligations, but all such Obligations shall be primary obligations of such Obligations by Borrower. The Borrowers acknowledge and on behalf expressly agree with the Agents and each Lender that the joint and several liability of each Borrower is required solely as a condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to be extended under the Loan Documents to any or all Borrowers. All Loans, Swing Line Loans of the other Borrowers and Letters is not required or given as a condition of Credit deemed Extensions to such Borrower. Each Borrower’s Obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) in the case of Loans (including Swing Line Loans), extended to or on behalf release of any other Borrower shall be deemed pursuant to be Loans Section 9.11 or Swing Line Loans (as applicable) extended for the validity or on behalf of each enforceability, avoidance, or subordination of the Borrowers and Obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the Obligations of any other Borrower, (ii) in the case of Letters of Credit, issued by or on behalf absence of any attempt to collect the Obligations from any other Borrower, or any 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 an Agent and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower shall be deemed and delivered to be Letters an Agent and/or any Lender, (iv) the failure by an Agent and/or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of Credit issued by or on behalf of each any other Borrower, (v) an Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the Borrowersapplication 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 disallowance of all or any portion of an Agent’s and/or any Lender’s claim(s) for the repayment of the Obligations of any other Borrower under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. Each Borrower agrees that With respect to any Borrower’s Obligations arising as a result of the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement hereunder with respect to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise Loans or other indulgence granted by the Administrative Agent or any Lender with respect Credit Extensions made to any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which an Agent and/or any Lender now has or may hereafter have against any other Borrower, any endorser or any guarantor of all or any part of the Obligations, nor by and any benefit of, and any right to participate in, any security or collateral given to an Agent and/or any Lender to secure payment of the Obligations or any other agreements liability of any Borrower to an Agent and/or any Lender. Upon any Event of Default, the Agents may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or arrangements whatsoever with any portion of the Obligations, without first proceeding against any other Borrowers Borrower or with any other Person, each or against any security or collateral for the Obligations. Each Borrower hereby waiving consents and agrees that 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 notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations. Notwithstanding anything to the contrary in the foregoing, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) none of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the foregoing provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect 10.23 shall apply to any right of subrogation (whether contractual, under Person released from its Obligations as a Subsidiary Borrower in accordance with Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations9.11.

Joint and Several Liability. Each of the The Borrowers shall be jointly liable for all amounts due to the Agent and/or any Lender under this Agreement, regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and severally liable with the other Borrowers for the Obligationsrecords. Each Borrower acknowledges that it is Borrower's Obligations with respect to Loans made to it, and each Borrower's Obligations arising as a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect result of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modificationhereunder, supplement, extension or amendment or any contract or agreement with respect to which Loans made to the other Borrowers may hereafter agree hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of each Borrowers. Each Borrower's Obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to Loans or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other than an agreement signed Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any other Guarantor, or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or and/or any Lender with respect to any provision of any instrument evidencing the Obligations of the Obligationsother Borrowers, nor by or any part thereof, or any other agreements agreement now or arrangements whatsoever with hereafter executed by the other Borrowers or with and delivered to the Agent and/or any other PersonLender, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring (d) the Administrative failure by the Agent or and/or any Lender first to resort take any steps to perfect and maintain its security interest in, or to preserve its rights to, any other right, remedy security or security. Except to Collateral for the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any Obligations of the Obligationsother Borrowers, (e) the NotesAgent's and/or any Lender's election, this Agreement or in any other Loan Document and any requirement that proceeding instituted under the Administrative Agent or any Lender protectBankruptcy Code, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5of the application of Section-1111(b)(2) of the Bankruptcy Code, (f) to which such Borrower is any borrowing or would be entitled grant of a security interest by virtue the other Borrowers, as debtors-in-possession under Section 364 of the provisions Bankruptcy Code, (g) the disallowance of all or any portion of the first paragraph Agent's and/or any Lender's claim(s) for the repayment of this the Obligations of the other Borrowers under Section 11.14 502 of the Bankruptcy Code, or (h) any other circumstances which might constitute a legal or equitable discharge or defense of a Guarantor or of the performance other Borrowers. With respect to each Borrower's Obligations arising as a result of such Borrower’s obligations thereunder the joint and several liability of the Borrowers hereunder with respect to Loans or other extensions of credit made to any of the other Borrowers hereunder, each Borrower waives, until the Obligations shall have been paid in full and the Agreement shall have been terminated, any right to enforce any right of subrogation (whether contractualor any remedy which the Agent and/or any Lender now has or may hereafter have against such Borrower, under Section 509 any endorser or any guarantor of all or any part of the Bankruptcy Code Obligations, and any benefit of, and any right to participate in, any security or otherwise)collateral given to the Agent and/or any Lender to secure payment of the Obligations or any other liability of the Borrowers to the Agent and/or any Lender. Upon and during the continuance of any Event of Default, reimbursementthe Agent may proceed directly and at once, contributionwithout notice, exoneration or similar right, or indemnityagainst any Borrower to collect and recover the full amount, or any right portion of recourse the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Agent shall be under no obligation to security for marshal any assets in favor of such Borrower or against or in payment of any or all of the Obligations.

Joint and Several Liability. Each Borrower unconditionally guarantees the payment in full and performance of the Borrowers shall be jointly and severally liable with the other Borrowers for the ObligationsBorrowers' Obligations hereunder. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally shall be liable for all amounts due to the Bank under this Agreement and Agreement, regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment amount of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) received or the manner in which the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Bank accounts for such Loans or Swing Line Loans (as applicable) extended for or other extensions of credit on behalf of each of the Borrowers its books and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowersrecords. Each Borrower agrees that Borrower's Obligations with respect to Loans made to it, and each Borrower's Obligations arising as a result of the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modificationhereunder, supplement, extension or amendment or any contract or agreement with respect to which Loans made to the other Borrowers may hereafter agree hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of that Borrower. Each Borrower's Obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of the other than an agreement signed Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (ii) the absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or any 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 and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender Bank with respect to any provision of any instrument evidencing the ObligationsObligations of any other Borrower, nor or any part thereof, or any other agreement now or hereafter executed by any other agreements Borrower and delivered to the Bank, (iv) the failure by the Bank to take any steps to perfect and maintain its security interest in, or arrangements whatsoever with to preserve its rights to, any security or collateral for the other Borrowers or with Obligations of any other PersonBorrower, each Borrower hereby waiving all notice of such delay(v) the Bank's election, extensionin any proceeding instituted under the Bankruptcy Code, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in application of Section 101(51111(b)(2) of the Bankruptcy Code, (vi) to which such Borrower is any borrowing or would be entitled grant of a security interest by virtue any other Borrower, as debtor-in-possession under Section 364 of the provisions Bankruptcy Code, (vii) the disallowance of all or any portion of the first paragraph Bank's claim(s) for the repayment of this the Obligations of any other Borrower under Section 11.14 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. With respect to each Borrower's Obligations arising as a result of the performance joint and several liability of such Borrower’s obligations thereunder that Borrower hereunder with respect to Loans or other extensions of credit made to the other Borrowers hereunder, each Borrower waives, until the Obligations shall have been paid in full and the Loan Agreement shall have been terminated, any right to enforce any right of subrogation and any remedy which the Bank now has or may hereafter have against any other Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Bank to secure payment of the Obligations or any other liability of any other Borrower to the Bank. Upon any Event of Default, the Bank may proceed directly and at once, without notice, against any or all Borrowers to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Bank shall be under no obligation to marshal any assets in favor of that Borrower or against or in payment of any or all of the Obligations. The Obligations of each Borrower under this Section 14.19 with respect to Loans (whether contractualand interest, fees, and expenses with respect thereto) which were advanced to or incurred by the other Borrowers (and were not reloaned to the Guarantor-Borrower) shall be limited to an amount equal to the maximum amount of the claim which could be recovered from the Guarantor-Borrower under this Section 14.19 without rendering such claim voidable or avoidable under Section 509 548 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration under any similar state statute or similar right, or indemnity, or any right of recourse to security for any Obligationscommon law.

Joint and Several Liability. All Loans made to Borrowers shall be deemed jointly funded to, and received by, Borrowers. Each of the Borrowers Borrower jointly and severally agrees to pay, and shall be jointly and severally liable with the other Borrowers for the payment and performance of, all Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers Borrower is provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement as an inducement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent to provide loans and the Lenders specifically releasing other financial accommodations to Borrowers, and that each such liability), nor by any delay, extension of time, renewal, compromise loan or other indulgence granted financial accommodation shall be deemed to have been done or extended by the Administrative Agent in consideration of, and in reliance upon, the joint and several liability of Borrowers. The joint and several liability of each Borrower hereunder is absolute, unconditional and continuing, regardless of the validity or any Lender with respect to enforceability of any of the Obligations, nor by or the fact that a Lien in any other agreements Collateral may not be enforceable or arrangements whatsoever with the other Borrowers subject to equities or with defenses or prior claims in favor of others, or may be invalid or defective in any other Person, each way and for any reason. Each Borrower hereby waiving waives: (a) all notice of notices to which such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting Borrower may be entitled as a co-obligor with respect to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all the Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligenceincluding, notice of (i) acceptance and any of this Agreement, (ii) the making of loans or other notice with respect to any financial accommodations under this Agreement, or the creation or existence of the Obligations, the Notesand (iii) presentment, demand, protest, notice of protest and notice of non-payment; and (b) all defenses based on (i) any modification (or series of modifications) of this Agreement or the other Loan Documents that may create a substituted contract, or that may fundamentally alter the risks imposed on such Borrower hereunder, (ii) the release of any other Borrowers (or any other Loan Document and Party) from its duties under this Agreement or the other Loan Documents, or the extension of the time of performance of any requirement that other Borrower’s duties hereunder or thereunder, (iii) the Administrative Agent taking, releasing, impairment or abandonment of any Lender protectCollateral, secureor the settlement, perfect release or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower compromise of the Obligations or any other person Borrower’s or Guarantor’s liabilities with respect to all or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) portion of the Bankruptcy CodeObligations, or (iv) any other act (or any failure to which act) that fundamentally alters the risks imposed on such Borrower is or would be entitled by virtue of its joint and several liability hereunder. It is the provisions intent of the first each Borrower by this paragraph of this Section 11.14 or the performance of to waive any and all suretyship defenses available to such Borrower’s obligations thereunder Borrower with respect to the Obligations, whether or not specifically enumerated above. Notwithstanding any right provisions of subrogation (whether contractualthis Agreement to the contrary, it is the intent of the parties hereto that the joint and several nature of the liabilities of Borrowers, and the Liens granted by Borrowers to secure the Obligations, not constitute a fraudulent conveyance under Section 509 548 of Chapter 11 of Title II of the Bankruptcy United States Code or otherwise(11 U.S.C. § 101, et seq.), reimbursementas amended, contributionor a fraudulent conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance, exoneration fraudulent transfer or similar rightlaw of any state, nation or indemnityother governmental unit, as in effect from time to time. Accordingly, Administrative Agent and Borrowers agree that if the obligations and liabilities of any Borrower hereunder, or any Liens granted by such Borrower securing the Obligations would, but for the application of this sentence, constitute a fraudulent conveyance or fraudulent transfer under applicable Laws, the obligations and liabilities of such Borrower hereunder, as well as the Liens securing such obligations and liabilities, shall be valid and enforceable only to the maximum extent that would not cause such obligations, liabilities or Liens to constitute a fraudulent conveyance or fraudulent transfer under applicable Laws. Each Loan Party hereby agrees that until the full and final payment and satisfaction of the Obligations and the termination of this Agreement, such Loan Party will not exercise any subrogation, contribution or other right of recourse to or remedy against any other Loan Party or any security for any of the Obligations arising by reason of such Loan Party’s performance or satisfaction of its joint and several liability hereunder. In addition, each Loan Party agrees that (a) such Loan Party’s right to receive any payment of amounts due with respect to such subrogation, contribution or other rights is subordinated to the full and final payment and satisfaction of the Obligations, and (b) such Loan Party agrees not to demand, ▇▇▇ for or otherwise attempt to collect any such payment until the full and final payment and satisfaction of the Obligations and the termination of this Agreement.

Joint and Several Liability. Each (a) Any and all obligations and liabilities of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each either Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by the joint and on behalf of all Borrowers. All Loans, Swing Line Loans several obligation and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided Borrowers. Except as expressly set forth in Section 7, each Borrower waives presentation to, demand of payment from and protest to the Lenders of any of the obligations and liabilities of the other Borrower hereunder and also waives notice of protest for nonpayment and notice of acceleration and notice of intent to accelerate, and all other notices of any kind. Except as expressly set forth in this Section 11.14 7, each Borrower waives notice of any default by the other Borrower hereunder. The obligations and liabilities of each Borrower hereunder shall not be impaired or affected by (i) the failure of any modification, supplement, Lender to assert any claim or demand or to enforce any right or remedy against the other Borrower or any other person under this Agreement or any Notes; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any contract of the terms or agreement to which provisions of this Agreement or any Notes; (iv) the release of any obligation or liability of the other Borrower by any Lender; (v) the failure of any Lender to exercise any right or remedy against any Borrower; (vi) any change in the ownership of either of the Borrowers; or (vii) any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either of the Borrowers or any Lender. (b) If and to the extent that either of the Borrowers shall fail to make any payment with respect to any of the obligations hereunder as and when due or to perform any of such obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such obligation. (c) The obligations of each Borrower under the provisions of this subsection 9.15 constitute full recourse obligations of such Borrower, enforceable in accordance with the terms of this Agreement. (d) The provisions of this subsection 9.15 are made for the benefit of the Lenders and their successors and assigns, and may hereafter agree (other than an agreement signed be enforced by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension from time to time against either of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect Borrowers as often as occasion therefor may arise and without requirement on the part of the Lenders first to marshal any of the Obligations, nor by their claims or to exercise any other agreements or arrangements whatsoever with of their rights against the other Borrowers Borrower or with to exhaust any remedies available to them against the other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy source or security. Except means of obtaining payment of all or any part of the obligations hereunder or to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and elect any other notice with remedy. The provisions of this subsection 9.15 shall remain in effect until all of the obligations hereunder shall have been paid in full or otherwise fully satisfied and all of the Commitments shall have terminated or expired. If at any time, any payment, or any part thereof, made in respect to of all or any part of the obligations hereunder, is rescinded or must otherwise be restored or returned by any of the ObligationsLenders upon the insolvency, the Notesbankruptcy or reorganization of a Borrower, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protectotherwise, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of this subsection 9.15 will forthwith be reinstated in effect, as though such payment had not been made. Signature Page to the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.Three-Year Credit Agreement

Joint and Several Liability. Each of the Subject to Section 2.5(b) hereof, all Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder all amounts due to Agent and is jointly and severally liable Lenders under this Agreement and the other Loan Documents. Any payment made by a Financing Agreements, regardless of which Borrower in respect actually receives the Loans or Letter of Obligations owing by one Credit Accommodations hereunder or more Borrowers shall be deemed a payment the amount of such Obligations by Loans received or the manner in which Agent or any Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and on behalf records. Subject to Section 2.5(b) hereof, all references herein or in any of all the other Financing Agreements to any of the obligation of Borrowers to make any payment hereunder or thereunder shall constitute joint and several obligations of Borrowers. All LoansThe Obligations with respect to Loans made to a Borrower, Swing Line Loans and Letters the Obligations arising as a result of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of a Borrower hereunder, with respect to Loans made to the Borrowers provided for in this other Borrowers, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. Subject to Section 11.14 shall not be impaired 2.5(b) hereof, the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or affected by any modification, supplement, extension or amendment or any contract or agreement other extensions of credit made to which the other Borrowers may hereafter agree shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by Borrowers or of any delay, extension of time, renewal, compromise promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence granted by the Administrative Agent or any Lender with respect to any provisions of any instrument evidencing the Obligations of the Obligationsother Borrowers, nor by or any part thereof, or any other agreements agreement now or arrangements whatsoever with hereafter executed by the other Borrowers and delivered to Agent or with any other PersonLender, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring (d) the Administrative failure by Agent or any Lender first to resort take any steps to any other rightperfect and maintain its security interest in, remedy or security. Except to preserve its rights and maintain its security or collateral for the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any Obligations of the Obligationsother Borrowers, (e) the Noteselection of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, this Agreement or any other Loan Document and any requirement that of the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in application of Section 101(51111(b)(2) of the Bankruptcy Code, (f) to which such Borrower is the disallowance of all or would be entitled by virtue any portion of the provisions claim(s) of Agent or any Lender for the repayment of the first paragraph Obligations of this the other Borrowers under Section 11.14 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of a Guarantor or of the performance other Borrowers other than the gross negligence or wilful misconduct of such Borrower’s obligations thereunder Agent or a Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrowers hereunder, each Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation (whether contractualor any remedy which Agent or any Lender now has or may hereafter have against any Borrower or Guarantor and any benefit of, under Section 509 and any right to participate in, any security or collateral given to Agent or any Lender. Upon any Event of Default, and for so long as such Event of Default is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnityfull amount, or any right portion of recourse the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to security for ▇▇▇▇▇▇▇▇ any assets in favor of Borrower(s) or against or in payment of any or all of the Obligations.

Joint and Several Liability. Each of the Borrowers shall be jointly liable for all amounts due to Lender under this Agreement, regardless of which Borrower actually receives the Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and severally liable records. The Obligations with respect to Loans made to a Borrower, and the Obligations arising as a result of the joint and several liability of a Borrower hereunder, with respect to Loans made to the other Borrowers Borrower hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of both Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrower, (b) the absence of any attempt to collect the Obligations from the other Borrower or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by Lender with respect to any provisions of any instrument evidencing the Obligations of the other Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to Lender, (d) the failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Obligations of the other Borrower, (e) the election of Lender in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) any borrowings or grant or a security interest by the other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (g) the disallowance of all or any portion of the claim(s) of Lender for the repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or (h) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of the other Borrower. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrower hereunder, each Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Lender now has or may hereafter have against Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Lender. Upon any Event of Default, Lender may proceed directly and at once, without notice (except as otherwise specifically provided for herein), against either Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower acknowledges consents and agrees that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers Lender shall be deemed a under no obligation to ▇▇▇▇▇▇▇▇ any assets in favor of Borrower(s) or against or in payment of such Obligations by and on behalf of any or all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. Each of the (a) All Borrowers shall be jointly liable for all amounts due to Agent and severally liable Lenders under this Agreement, regardless of which Borrower actually receives the Loans or Letters of Credit hereunder or the amount of such Loans received or the manner in which Agent and Lenders account for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans made to a Borrower, and the Obligations arising as a result of the joint and several liability of a Borrower hereunder, with respect to Loans made to the other Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (ii) the absence of any attempt to collect the Obligations from the other Borrowers or any 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 Lenders with respect to any provisions of any instrument evidencing the Obligations of the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Agent, for itself and on behalf of Lenders, except to the extent such waiver, consent, extension, forbearance or granting of any indulgence explicitly is effective with respect to such Borrower, (iv) the failure by Agent or Lenders to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Obligations of the other Borrowers, (v) the election of Agent or Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) the disallowance of all or any portion of the claim(s) of Agent or Lenders for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (vii) any other circumstances which might constitute a legal or equitable discharge or defense of the other Borrowers other than Full Payment of the Obligations. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder, each Borrower waives, until Full Payment of the Obligations and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or Lenders now has or may hereafter have against Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent and Lenders. Upon any Event of Default and for so long as the same is continuing, Agent and Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower acknowledges consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or against or in payment of any or all of the Obligations. (b) Each Borrower expressly subordinates (to the extent permitted by Applicable Law) any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or hereafter have against the other Borrowers or other Person directly or contingently liable for the Obligations hereunder, or against or with respect to the other Borrowers’ property (including, without limitation, any property which is Collateral for the Obligations), arising from the existence or performance of this Agreement until Full Payment of the Obligations. (a) Waivers. Each Borrower expressly subordinates all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Agent or Lenders to marshal assets or to proceed against any Loan Party, other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against such Borrower. It is a co-borrower hereunder agreed among each Borrower, Agent and is jointly Lenders that the provisions of this Section are of the essence of the transaction contemplated by the Loan Documents and severally liable under this Agreement that, but for such provisions, Agent and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Lenders would decline to make Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of issue Letters of Credit. (b) Agent and Lenders may, issued in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral or any Real Property by judicial foreclosure or on behalf nonjudicial sale or enforcement, without affecting any rights and remedies under this Section 5.12. If, in the exercise of any Borrower shall be deemed to be Letters of Credit issued by rights or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modificationremedies, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Loan Party, whether because of any Applicable Laws pertaining to “election of remedies” or otherwise, each Borrower consents to such action by Agent or such Lender and waives (to the extent permitted by Applicable Law) any claim based upon such action, even if the action may result in loss of any rights of subrogation that any Borrower might otherwise have had but for such action. Any election of remedies that results in denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations. Each Borrower waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any of security for the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with even though that election of remedies destroys such Borrower’s rights of subrogation against any other Person. If Agent bids at any foreclosure or trustee’s sale or at any private sale, each Borrower hereby waiving Agent may bid all notice or a portion (in Agent’s discretion) of the Obligations and the amount of such delaybid need not be paid by Agent but shall be credited against the Obligations. Subject to Applicable Law, extensionthe amount of the successful bid at any such sale, releasewhether Agent or any other Person is the successful bidder, substitution, renewal, compromise or other indulgenceshall be conclusively deemed to be commercially reasonable, and hereby consenting the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be bound thereby as fully the amount of such Borrower’s Obligations to Agent and effectually as if it had expressly agreed thereto in advance. The liability Lenders, notwithstanding that any present or future law or court decision may have the effect of each Borrower is direct and unconditional as reducing the amount of any deficiency claim to all Obligations, and may be enforced without requiring the Administrative which Agent or any Lender first to resort to any other right, remedy or security. Except to the extent might otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of but for such Borrower’s obligations thereunder with respect to bidding at any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligationssuch sale.

Joint and Several Liability. Each of the The Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the have joint and several liability in respect of all Obligations hereunder and under any other Loan Document to which any Borrower is a party, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Obligations of the Borrowers provided for in this Section 11.14 hereunder shall not be impaired conditioned or affected contingent upon the pursuit by any modification, supplement, extension or amendment the Lenders or any contract other person at any time of any right or agreement to remedy against the Borrowers or against any other person which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension be or become liable in respect of time, renewal, compromise or other indulgence granted by the Administrative Agent all or any Lender part of the Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort Loans made to any other right, remedy or security. Except to Borrower hereunder and any of the extent otherwise provided herein, each Borrower hereby expressly waives promptnessamounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, notice presentment, demand of acceptance payment, protest and any other notice with respect to any of the Obligationsall notices whatsoever, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right right, power or take any action remedy or proceed against any Borrower such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligationsamounts owing hereunder.

Joint and Several Liability. Each of the (a) The Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the have joint and several liability in respect of all Obligations hereunder and under any other Loan Documents to which either Borrower is a party, without regard to any defense (other than the defense that payment in full has been made), set-off or counterclaim which may at any time be available to or be asserted by the other Borrower against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers' liability hereunder, in bankruptcy or in any other instance, and the Obligations of the Borrowers provided for in this Section 11.14 hereunder shall not be impaired conditioned or affected contingent upon the pursuit by any modification, supplement, extension or amendment the Lenders or any contract other Person at any time of any right or agreement to remedy against the Borrowers or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability)Borrower. Each Borrower hereby expressly waives, nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with Loans made to the other Borrowers or with Borrower hereunder and any of the amounts owing hereunder by such other Person, each Borrower hereby waiving all notice in respect of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptnessLoans, diligence, notice presentment, demand of acceptance payment, protest and any other notice with respect to any of the Obligationsall notices whatsoever, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right right, power or take any action remedy or proceeds against any such other Borrower under this Agreement or any other person agreement or instrument referred to herein, or against any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” Person under any other guarantee of, or security for, any of such amounts owing hereunder. (as defined in Section 101(5b) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the Notwithstanding any other provisions of the first paragraph of this Section 11.14 Agreement or the performance of such Borrower’s obligations thereunder other Loan Documents, the maximum aggregate amount for which VUHI shall be liable hereunder with respect to any right Loans to Parent and other Obligations of subrogation Parent shall equal the greater of (whether contractual, under Section 509 i) 95% of the Bankruptcy Code or otherwiseexcess of the fair saleable value of the property of VUHI over the total liabilities of VUHI (including the maximum amount reasonably expected to become due in respect of contingent liabilities, other than any such contingent liabilities hereunder and under the other Loan Documents), reimbursementsuch excess to be determined on the date hereof or the date on which, contributionfrom time to time, exoneration enforcement against VUHI of its joint and several liability hereunder is sought by the Administrative Agent or similar righta Lender or realization against any of the property or assets of VUHI is effected by the Administrative Agent or a Lender, whichever is higher, and (ii) the maximum aggregate amount of Obligations which does not render this Section 9.13, as it relates to VUHI, void or indemnityvoidable under applicable laws relating to fraudulent conveyance or fraudulent transfer. Subject to the preceding sentence, or each Borrower understands, agrees and confirms that each Borrower shall be liable for payment of Obligations when due and not for collection thereof and that each Lender may, from time to time, enforce this provision against either Borrower up to the full amount of the Obligations owed to such Lender without proceeding against the other Borrower, against any right of recourse to security for the Obligations, against any guarantor or under any guarantee covering the Obligations.

Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. (a) Each Borrower acknowledges agrees that it is a co-borrower hereunder and is jointly and severally liable to the Bank for the payment of all obligations arising under this Agreement Agreement, and that such liability is independent of the obligations of the other Loan DocumentsBorrower(s). Any payment made by a Borrower Each obligation, promise, covenant, representation and warranty in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower this Agreement shall be deemed to have been made by, and be Loans or Swing Line Loans binding upon, each Borrower, unless this Agreement expressly provides otherwise. The Bank may bring an action against any Borrower, whether an action is brought against the other Borrower(s). (as applicableb) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that any release which may be given by the joint and several liability Bank to the other Borrower(s) or any guarantor will not release such Borrower from its obligations under this Agreement. (c) Each Borrower waives any right to assert against the Bank any defense, setoff, counterclaim, or claims which such Borrower may have against the other Borrower(s) or any other party liable to the Bank for the obligations of the Borrowers provided for in under this Section 11.14 shall not be impaired or affected Agreement. (d) Each Borrower waives any defense by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension reason of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement Borrower’s or any other Loan Document and person's defense, disability, or release from liability. The Bank can exercise its rights against each Borrower even if any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any other Borrower or any other person no longer is liable because of a statute of limitations or any Collateralfor other reasons. (e) Each Borrower agrees that it is solely responsible for keeping itself informed as to the financial condition of the other Borrower(s) and of all circumstances which bear upon the risk of nonpayment. Each Borrower hereby irrevocably waives and releases each any right it may have to require the Bank to disclose to such Borrower any information which the Bank may now or hereafter acquire concerning the financial condition of the other Borrower(s). (f) Each Borrower waives all rights to notices of default or nonperformance by any other Borrower from under this Agreement. Each Borrower further waives all “claims” (as defined in Section 101(5) rights to notices of the Bankruptcy Code) existence or the creation of new indebtedness by any other Borrower and all rights to which such Borrower is or would be entitled by virtue any other notices to any party liable on any of the provisions credit extended under this Agreement. (g) The Borrowers represent and warrant to the Bank that each will derive benefit, directly and indirectly, from the collective administration and availability of credit under this Agreement. The Borrowers agree that the Bank will not be required to inquire as to the disposition by any Borrower of funds disbursed in accordance with the terms of this Agreement. (h) Until all obligations of the first paragraph Borrowers to the Bank under this Agreement have been paid in full and any commitments of the Bank or facilities provided by the Bank under this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to Agreement have been terminated, each Borrower (a) waives any right of subrogation subrogation, reimbursement, indemnification and contribution (whether contractual, under Section 509 of the Bankruptcy Code statutory or otherwise), reimbursementincluding without limitation, contributionany claim or right of subrogation under the Bankruptcy Code (Title 11, exoneration United States Code) or similar rightany successor statute, which such Borrower may now or hereafter have against any other Borrower with respect to the indebtedness incurred under this Agreement; and (b) waives any right to enforce any remedy which the Bank now has or may hereafter have against any other Borrower, and waives any benefit of, and any right to participate in, any security now or hereafter held by the Bank. (i) Each Borrower waives any right to require the Bank to proceed against any other Borrower or any other person; proceed against or exhaust any security; or pursue any other remedy. Further, each Borrower consents to the taking of, or indemnityfailure to take, any action which might in any manner or to any right extent vary the risks of recourse to security the Borrowers under this Agreement or which, but for any Obligationsthis provision, might operate as a discharge of the Borrowers.

Joint and Several Liability. (a) All obligations, covenants, representations, warranties and undertakings in or pursuant to the Transaction Documents assumed, given, made or entered into by the Borrowers shall, unless otherwise expressly provided, be assumed, given, made or entered into by the Borrowers jointly and severally. The failure by a Borrower to perform its obligations under the Transaction Documents to which it is a party shall constitute a failure by the other Borrowers in the performance of their obligations under the Transaction Documents. Each Borrower shall be responsible for the performance of the obligations of the other Borrowers under the Transaction Documents; (b) The Lenders may, but only through the Facility Agent, take action against any of the Borrowers shall be jointly and severally liable with and/or release or compromise in whole or in part the liability of the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Transaction Document and or grant any requirement time or other indulgence to any of the Borrowers, in each case without affecting the liability of the other Borrowers; (c) Each Borrower agrees to be bound by the Transaction Documents to which it is, or is to be, a party notwithstanding that the Administrative Agent other Borrowers which are intended to sign or to be bound may not do so or be effectually bound and notwithstanding that any of the Transaction Documents may be invalid or unenforceable against the other Borrowers, whether or not the deficiency is known to any Lender; (d) None of the obligations or liabilities of the Borrowers under this Agreement or any Lender protectother Transaction Document shall be discharged or reduced by reason of: (i) the insolvency, secureliquidation, perfect dissolution, winding-up, administration, receivership, amalgamation, reconstruction or insure other incapacity of any Lien person whatsoever or any property subject thereto change of name or exhaust any right style or take any action against any constitution of a Borrower or any other person liable; (ii) any Lender granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, a Borrower or any Collateral. other person liable or renewing, determining, varying or increasing, any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever, or concurring in, accepting, varying any compromise, arrangement or settlement or omitting to claim or enforce payment from a Borrower or any other person liable; or (iii) anything done or omitted which but for this provision might operate to exonerate the Borrowers or any of them; (e) Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) agrees that any rights which it may have at any time during the term of the Bankruptcy Code) to which such Borrower is or would be entitled Loan by virtue reason of the provisions of the first paragraph of this Section 11.14 or the performance of its obligations under the Transaction Documents to be indemnified by any other Borrower and/or to take the benefit of any security taken by the Agent pursuant to the Transaction Documents shall be exercised in such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 manner and on such terms as the Facility Agent may require or as provided in this Agreement. Each of the Bankruptcy Code Borrowers agrees to hold any sums received by it as a result of its having exercised any such right on trust for the Facility Agent absolutely; and (f) Each Borrower agrees that it will not at any time during the term of the Loan claim any set off or otherwise)counterclaim against any other Borrower in respect of any liability owed to it by that other Borrower under or in connection with the Transaction Documents, reimbursement, contribution, exoneration nor prove in competition with any of the Lenders in any liquidation of (or similar right, analogous proceeding in respect of) any other Borrower in respect of any payment made under the Transaction Documents or indemnity, or in respect of any right sum which includes the proceeds of recourse to realisation of any security held by the Facility Agent for any Obligationsthe repayment of the Loan.

Joint and Several Liability. Each of the Borrowers The Borrower and Co-Borrower and Guarantor shall be jointly and severally liable with to the other Borrowers Bank for all dues, obligations, liabilities and responsibilities undertaken in favour of the ObligationsBank. Each Borrower acknowledges The Guarantor(s) (and in case there are more than one, all of them jointly and severally), hereby agree that it there liability is a joint and serval and co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment extasing with Borrower. 15.1 Disbursement made by a to one Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment fatted as disbursement to other Borrower & Guarantor. 15.2 That the liability of such Obligations the Guarantor(s) shall not be affected nor shall the Guarantee herein be discharged or diminished by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be reason of: (i) in The Bank compounding with, discharging, releasing or varying the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by granting any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except concession to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or omitting to claim to enforce payment from the. Borrower or any Collateral. Each other person; or. (ii) By any variance made without their consent in the terms of this contract or transaction between the Bank and the Borrower; or, (iii) By any contract made between the Bank and the Borrower hereby irrevocably waives and releases each other by which the Borrower from all “claims” be released; or, (as defined in Section 101(5iv) Any act or omission which would not have discharged or affected the liability of the Bankruptcy CodeGuarantor(s) had it been the principal debtor instead of the Borrower or by anything done or omitted which but for this provision might operate to which such Borrower is exonerate the Guarantor(s); or (v) By the Bank losing the security; and the Guarantor(s) hereby waive, all surety ship rights that may otherwise be available to them. (vi) The Bank enforcing or would not enforcing any of its security and the Bank shall be entitled to take any proceeding (legal or otherwise) against the Guarantors(s) prior to, simultaneously or subsequent to any proceeding (legal or otherwise) against the Borrower or any other person or entity. 15.3 That the Guarantor(s)'s obligation to pay arises two days after dispatch of written notice by virtue the Bank by registered post irrespective of whether the Borrower has been called upon or proceeded against to pay the outstanding amounts, interest and other charges under and in relation to the said Loan. Such a notice of demand by the Bank against the Guarantor(s) shall be final and conclusive evidence that the Borrower has committed a default and that the monies and the amounts claimed there under is due and payable by the Borrower to the Bank and the Guarantor(s) shall not be entitled to challenge the notice on the ground that no default has been committed or the amount mentioned therein as 'due and payable' be not payable or on any other ground whatsoever. 15.4 The Bank can apply the security of mortgaged/ hypothecated/ pledged/ assigned assets towards the settlement of due or all or any of the provisions members of Joint Liability Group in case of default in repayment by any one or all the first paragraph members of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.J LG

Joint and Several Liability. (a) Each Borrower has determined and represents to Trade Bank that it is in its best interest and in pursuance of its legitimate business purposes to induce Trade Bank to extend credit pursuant to this Agreement. Each Borrower acknowledges and represents that its business is related to the business of the other Borrowers, the availability of the commitments provided for herein benefits each Borrower, and Credit Extensions made hereunder will be for and inure to the benefit of Borrowers, individually and as a group. (b) Each Borrower has determined and represents to Trade Bank that it has, and after giving effect to the transactions contemplated by this Agreement will have, assets having a fair saleable value in excess of its debts, after giving effect to any rights of contribution or subrogation which may be available to such Borrower, and each Borrower has, and will have, access to adequate capital for the conduct of its business and the ability to pay its debts as such debts mature. (c) Each Borrower promises to repay to Trade Bank all Advances disbursed to or Letters of Credit issued for its account or to or for the account of any of the other Borrowers shall under any of the Facilities, together with interest thereon and costs and expenses incurred by Trade Bank in connection therewith, all in accordance with this Agreement. The obligations of Borrowers hereunder are joint and several, and a separate action may be jointly and severally liable brought against any Borrower whether action is brought against any of the other Borrowers or any other person, or whether any of the other Borrowers or any other person is joined in any such action. Each Borrower waives any right to require Trade Bank to (i) proceed against any person, including any of the other Borrowers, (ii) proceed against any or exhaust any security held from any Borrower or any other person, or (iii) disclose any information about any Borrower. Each Borrower waives any defense based upon (i) any defense of any of the other Borrowers, (ii) the cessation or limitation from any cause, other than payment in full, of the indebtedness of any of the other Borrowers, (iii) the release of any security for the indebtedness of any Borrower, (iv) the application of payments received by Trade Bank from any of the other Borrowers to indebtedness of any of such Borrowers to indebtedness of such Borrowers unrelated to the Facilities, (v) the release of any of the other Borrowers of any liability to Trade Bank, (vi) the compromise or modification with any of the other Borrowers of Trade Bank's claims against any of such Borrowers, (vii) any election of remedies by Trade Bank which adversely affects or destroys a Borrower's subrogation rights or rights to proceed against any of the other Borrowers for the Obligationsreimbursement. Each Borrower acknowledges agrees that it is will not seek to exercise any rights of contribution which it may have as a co-borrower matter of law or otherwise as against the other Borrowers hereunder or under any of the other Loan Documents until all indebtedness arising under or in connection herewith shall have been indefeasibly paid in full, and is jointly and severally liable if by law any right of contribution may not be postponed, then such right shall be subordinate to the rights of Trade Bank under this Agreement and the other Loan Documents. Any payment made by a Borrower Until all indebtedness arising under or in respect of Obligations owing by one or more Borrowers connection with this Agreement shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loanshave been indefeasibly paid in full, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any no Borrower shall be deemed subrogated in whole or in part to be Loans or Swing Line Loans (as applicable) extended for or on behalf the rights of each of the Borrowers Trade Bank, and (ii) in the case of Letters of Credit, issued if by or on behalf of law any Borrower is so subrogated, such right shall be deemed subordinate and junior to be Letters the rights of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint Trade Bank hereunder and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which under the other Borrowers may hereafter agree (other than an agreement signed by Loan Documents until the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension indefeasible payment of time, renewal, compromise all indebtedness arising under or other indulgence granted by the Administrative Agent or any Lender in connection with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any ObligationsAgreement.

Joint and Several Liability. Each Without limiting the generality of Section 1.1 hereof: (a) the Existing Borrower and the Joining Borrowers shall each be directly liable to the Lender, jointly and severally liable with severally, for all present and future Obligations, whether incurred by the other Existing Borrower or the Joining Borrowers for the Obligationsor any or all of them. Each Borrower acknowledges shall make payment upon the maturity of the Obligations, by acceleration or otherwise, and such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Lender to any Borrower, failure of the Lender to give any Borrower any notice of borrowing or any other notice, any failure of the Lender to pursue or preserve its rights against any Borrower, the release by the Lender of any Collateral now or hereafter acquired from any Borrower, and such agreement by each Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by the Lender to the other Borrower or any Collateral for such Borrower's Obligations or the lack thereof; (b) each Joining Borrower agrees to perform, comply with and be bound by all terms, conditions and covenants of the Loan Agreement and the other Loan Documents with the same force and effect as if such Joining Borrower had originally executed and been an original Borrower party signatory thereto; (c) each Joining Borrower is deemed to make, and is, in all respects, bound by all representations and warranties made by the Existing Borrower to the Lender set forth in the Loan Agreement or in any of the other Loan Documents; and (d) each Joining Borrower agrees that it is a co-borrower hereunder the Lender shall have all rights, remedies and is jointly interests, including Liens in and severally liable under this to the Joining Borrower Collateral of such Joining Borrower granted pursuant to the Loan Agreement and the other Loan Documents. Any payment made , as amended hereby, and by a Borrower in respect Section 1.3 of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by this Amendment, with the same force and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in effect as the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender has with respect to any the Collateral of the ObligationsExisting Borrower, nor by any other agreements or arrangements whatsoever with as if such Joining Borrower had originally executed and had been an original Borrower party signatory to the Loan Agreement and the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any ObligationsDocuments.

Joint and Several Liability. (a) The obligations and representations of Borrower hereunder are joint and several. Each of the Borrowers shall be Individual Borrower hereby jointly and severally liable with the waives presentment, demand, notice, protest and all other Borrowers for the Obligations. Each Borrower acknowledges suretyship defenses generally and agrees that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) any renewal, extension or postponement of the time of payment or any other indulgence, (ii) any modification, supplement or alteration of any of the obligations of any Individual Borrower hereunder, or (iii) any substitution, exchange or release of collateral or the addition or release of any Person primarily or secondarily liable hereunder, may be effected without notice to any Individual Borrower or Property Owner, and without releasing any Individual Borrower from any liability hereunder. (b) The parties hereto acknowledge that the defined term “Borrower” (as well as the defined term defining each other Collective Group) has been defined to collectively include each Individual Borrower (and in the case of Loans each Collective Group, defined to collectively include each member of the same). It is the intent of the parties hereto in determining whether (including Swing Line Loans)a) a breach of a representation or a covenant has occurred, extended (b) there has occurred a Default or Event of Default, or (c) an event has occurred which would create recourse obligations under Section 9.3 of this Agreement, that any such breach, occurrence or event with respect to any Individual Borrower (or on behalf with respect to any single member of any Borrower a Collective Group) shall be deemed to be Loans such a breach, occurrence or Swing Line Loans event with respect to all Individual Borrowers (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters each Collective Group, each member of Creditthe same) and that all Individual Borrowers need not have been involved with such breach, issued occurrence or event in order for the same to be deemed such a breach, occurrence or event with respect to every Individual Borrower (and likewise that each member of a Collective Group need not have been involved with such breach, occurrence or event in order for the same to be deemed such a breach, occurrence or event with respect to such Collective Group). The term “Collective Group” as used in this Agreement shall refer to each of the groups of entities represented in this Agreement by or on behalf the following defined terms: Mortgage Borrower, Mezzanine A Borrower, Mezzanine B Borrower and Guarantor. The obligations and liabilities of any each Individual Borrower shall be joint and several. Nothing in this Section 10.23 shall be deemed to be Letters create any liability (joint, several or otherwise) on the part of Credit issued by (i) any Individual Borrower in respect of any amounts outstanding under the Mortgage Loan or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired Other Mezzanine Loans or affected by (ii) any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Individual Mortgage Borrower or Other Mezzanine Borrower in respect of any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of amounts outstanding under the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any ObligationsLoan.

Joint and Several Liability. Each of the Borrowers The Borrower shall be jointly and severally liable with for all amounts due to the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable Agent and/or any Lender under this Agreement and Agreement, regardless of which Borrower actually receives Revolving Loans or other extensions of credit hereunder or the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment amount of such Obligations by and on behalf of all Borrowers. All Revolving Loans received or the manner in which the Agent or any Lender accounts for such Revolving Loans, Swing Line Loans and Letters of Credit deemed or other extensions of credit on its books and records. The Borrower's Obligations with respect to be (i) in Revolving Loans made to it, and the case Borrower's Obligations arising as a result of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 Borrower hereunder, with respect to Revolving Loans made to the other Borrower hereunder, shall not be impaired separate and distinct obligations, but all such Obligations shall be primary obligations of the Borrower. The Borrower's Obligations arising as a result of the joint and several liability of the Borrower hereunder with respect to Revolving Loans, Letters of Credit or affected other extensions of credit made to the other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrower or of any modification, supplement, extension promissory note or amendment other document evidencing all or any contract or agreement to which part of the Obligations of the other Borrowers may hereafter agree Borrower, (ii) the absence of any attempt to collect the Obligations from the other than an agreement signed Borrower, any other Guarantor, or any 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 and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the Obligations of the Obligationsother Borrower, nor by or any part thereof, or any other agreements agreement now or arrangements whatsoever with hereafter executed by the other Borrowers Borrower and delivered to the Agent or with any other PersonLender, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring (iv) the Administrative failure by the Agent or any Lender first to resort take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of the other Borrower, (v) any borrowing or grant or a security interest by the other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vi) the disallowance of all or any portion of the Agent's or any Lender's claim(s) for the repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or (vii) any other right, remedy circumstances which might constitute a legal or securityequitable discharge or defense of a guarantor or of the other Borrower. Except With respect to the extent otherwise provided herein, each Borrower's Obligations arising as a result of the joint and several liability of the Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice hereunder with respect to any Loans, Letters of Credit or other extensions of credit made to either of the Obligationsother Borrower hereunder, the NotesBorrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any other Loan Document and any requirement that remedy which the Administrative Agent or any Lender protectnow has or may hereafter have against the Borrower, secure, perfect or insure any Lien endorser or any property subject thereto guarantor of all or exhaust any part of the obligations, and any benefit of, and any right to participate in, any security or take collateral given to the Agent or any action against any Borrower Lender to secure payment of the Obligations or any other person liability of the Borrower to the Agent or any CollateralLender. Each The Borrower hereby irrevocably waives consents and releases each other Borrower from all “claims” (as defined agrees that neither the Agent nor any Lender shall be under any obligation to marshal any assets in Section 101(5) favor of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue against or in payment of any or all of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. (a) Each Borrower agrees that it is jointly and severally, directly and primarily liable to Agent and Lenders for Payment in Full of the Borrowers shall Obligations, except its Excluded Swap Obligations, and that such liability is independent of the duties, obligations, and liabilities of the other Borrowers. Agent or any Lender may bring a separate action or actions on each, any, or all of the Obligations against any Borrower, whether action is brought against the other Borrower(s). (b) Each Borrower agrees that any release which may be jointly and severally liable with given by Agent or any Lender to the other Borrowers for or any guarantor or endorser of any of the Obligations shall not release such other Borrowers from their obligations hereunder. (c) Each Borrower hereby waives any right to assert against Agent or any Lender any defense (legal or equitable), setoff, counterclaim, or claims which any Borrower individually may now or any time hereafter have against the other Borrowers or any other party liable to Agent or any Lender in any manner or way whatsoever. (d) Any and all present and future indebtedness of a Borrower to the other Borrowers is hereby subordinated to the Full Payment of the Obligations. (e) Each Borrower is presently informed as to the financial condition of the other Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower acknowledges hereby covenants that it is will keep itself informed as to the financial condition of the other Borrowers, the status of the other Borrowers and of all circumstances which bear upon the risk of nonpayment. Absent a co-borrower hereunder written request from any Borrower to Agent or any Lender for information, each Borrower hereby waives any and is all rights it may have to require Agent or any Lender to disclose to such Borrower any information which Agent or any Lender may now or hereafter acquire concerning the condition or circumstances of the other Borrower. (f) Each Borrower waives all rights to notices of default, existence, creation, or incurring of new or additional indebtedness, and all other notices of formalities to which such Borrower may, as joint and several Borrower hereunder, be entitled. (g) At the request of Borrowers to facilitate and expedite the administration and accounting processes and procedures of their borrowings hereunder, Agent and ▇▇▇▇▇▇▇ have agreed, in lieu of maintaining separate loan accounts, that Agent shall maintain a single loan account under the name of Borrowers (“Loan Account”). The Revolving Loans shall be made jointly and severally liable to Borrowers and shall be charged to their Loan Account, together with all interest and other charges as permitted under and pursuant to this Agreement and the other Loan DocumentsAgreement. Any payment made by a Borrower in respect The Revolving Loans shall be credited with all repayments of Obligations owing received by one or more Borrowers shall be deemed a payment of such Obligations by and Agent, on behalf of all Borrowers▇▇▇▇▇▇▇, from any Borrower as paid into a Collection Account pursuant to the terms of this Agreement. (h) Requests for borrowings may be made by any Borrower, pursuant to the terms of Section 2 hereof. All Loans, Swing Line Loans Each Borrower expressly agrees and Letters acknowledges that neither Agent nor any Lender shall have any responsibility to inquire into the correctness of Credit deemed to be the apportionment or allocation of or any disposition by any of Borrowers of (i) in the case of Loans (including Swing Line Loans)any Obligations, extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in any of the case of Letters of Credit, issued by or on behalf of any Borrower expenses and other items charged to the Loan Account pursuant to this Agreement. All Obligations and such expenses and other items shall be deemed made for the collective, joint, and several account of Borrowers and shall be charged to be Letters their Loan Account. (i) Each Borrower agrees and acknowledges that the administration of Credit issued the Obligations on a combined basis as set forth in this Section 13.17 is being done as an accommodation to Borrowers and at their request, and that neither Agent nor any Lender shall incur any liability to any of Borrowers as a result thereof. To induce Agent and Lenders to do so, and in consideration thereof, each Borrower hereby agrees to indemnify and hold Agent and each Lender harmless from and against any and all liability, expenses, loss, damage, claim of damage, or injury, made against agent or any Lender by any of Borrowers or by any other person, arising from or incurred by reason of such administration of the obligations, except to the extent such liabilities, expenses, losses, damages, claims and injuries (i) result solely from the gross negligence or willful misconduct of Agent or any Lender or (ii) are awarded as direct or actual damages (and not any damages constituting special, indirect, consequential or punitive) to any borrower or guarantor in an action brought by such Borrower or Guarantor against an indemnified person for breach of such Indemnified Person’s obligations hereunder or under any other loan document if such Borrower or guarantor has obtained a final, non‑appealable judgment in its favor on behalf such claim as determined by a court of competent jurisdiction. (j) Each Borrower represents and warrants to Agent and each Lender that the collective administration of the Obligations is being undertaken by Agent and each Lender pursuant to this Section 13.17, because Borrowers are integrated in their operation and administration and require financing on a basis permitting the availability of credit from time to time to each of Borrowers. Each Borrower will derive benefit, directly and indirectly, from such collective administration and credit availability because the successful operation of each Borrower is enhanced by the continued successful performance of the integrated group. (k) Each Borrower hereby postpones and subordinates to the Payment in Full of the Obligations any right of subrogation it has or may have against the other Borrowers with respect to the Obligations or any other indebtedness incurred pursuant to this Agreement. In addition, each Borrower hereby postpones any right to proceed against the other Borrowers, now or hereafter, for contribution, indemnity, reimbursement, and any other rights and claims, whether direct or indirect, liquidated or contingent, such Borrower may now have or hereafter have as against any other Borrower with respect to the Obligations or any other indebtedness incurred pursuant to this Agreement, until all Obligations have been finally Paid in Full. Each Borrower agrees that the joint and several liability in light of the Borrowers provided for in immediately foregoing agreements, the execution of this Section 11.14 Agreement shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement deemed to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing make such liability), nor by any delay, extension Borrower a “creditor” of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgenceBorrower, and hereby consenting to be bound thereby as fully that for purposes of §§547 and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 550 of the Bankruptcy Code or otherwise(11 U.S.C. §§547, 550), reimbursement, contribution, exoneration such Borrower shall not be deemed a “creditor” of the other Borrower. (l) Each Borrower or similar right, Guarantor that is a Qualified ECP when its guaranty of or indemnity, or any right grant of recourse to Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this section voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this section shall remain in full force and effect until Full Payment of all Obligations. Each Borrower and Guarantor intends this section to constitute, and this section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Borrower for all purposes of the Commodity Exchange Act.

Joint and Several Liability. Each of the The Borrowers shall be jointly liable for all amounts due to the Agent and severally liable to the Banks under this Loan Agreement, regardless of which the Borrowers actually receives the Revolving Credit Loans or other extensions of credit hereunder or the amount of such Revolving Credit Loans received or the manner in which the Agent or the Banks account for such Revolving Credit Loans or other extensions of credit on their books and records. The Obligations with respect to Revolving Credit Loans made to a Borrower, and the Obligations of a Borrower arising as a result of the joint and several liability of the Borrower hereunder, with respect to Revolving Credit Loans made to the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers Borrowers, shall be deemed a payment of separate and distinct obligations, but all such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf primary obligations of each of the Borrowers. Each Borrower agrees that The Obligations arising as a result of the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired hereunder with respect to Revolving Credit Loans or affected by any modification, supplement, extension or amendment or any contract or agreement other extensions of credit made to which the other Borrowers may hereafter agree shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of the other than an agreement signed Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (ii) the absence of any attempt to collect the Obligations from the other Borrowers, any other guarantor, or any 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 and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender Banks with respect to any provision of any instrument evidencing the Obligations of the Obligationsother Borrowers, nor by or any part thereof, or any other agreements agreement now or arrangements whatsoever with hereafter executed by the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except delivered to the extent otherwise provided hereinAgent and the Banks, each Borrower hereby expressly waives promptness(iv) the failure by the Agent and the Banks to take any steps to perfect and maintain their security interest in, diligenceor to preserve their rights to, notice of acceptance and any other notice with respect to any security or collateral for the Obligations of the Obligationsother Borrowers, (v) the NotesAgent's or the Banks' election, this Agreement or in any other Loan Document and any requirement that proceeding instituted under the Administrative Agent or any Lender protectBankruptcy Code, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in of the application of Section 101(51111(b)(2) of the Bankruptcy Code, (vi) to which such Borrower is any borrowing or would be entitled grant of a security interest by virtue the other Borrowers, as debtor-in-possession under Section 364 of the provisions Bankruptcy Code, (vii) the disallowance of all or any portion of the first paragraph of this Section 11.14 Agent's or the performance Banks' claim(s) for the repayment of such Borrower’s obligations thereunder the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a Guarantor or of the other Borrowers. With respect to the Borrowers' Obligations arising as a result of the joint and several liability of the Borrowers with respect to Revolving Credit Loans or other extensions of credit made to the other Borrowers, each Borrower waives, until the Obligations shall have been paid in full and the Loan Agreement shall have been terminated, any right to enforce any right of subrogation (whether contractualor any remedy which the Agent and the Banks now have or may have hereafter have against the other Borrowers, under Section 509 any endorser or any guarantor of all or any part of the Bankruptcy Code Obligations, and any benefit of, and any right to participate in, any security or otherwise)collateral given to the Agent or to the Banks to secure payment of the Obligations or any other liability of the other Borrowers to the Agent and the Banks. Upon any Event of Default, reimbursementthe Agent and the Banks may proceed directly and at once, contributionwithout notice, exoneration or similar right, or indemnityagainst any of the Borrowers to collect and recover the full amount, or any right portion of recourse the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. The Borrowers consent and agree that the Agent and the Banks shall be under no obligation to security for ▇▇▇▇▇▇▇▇ any assets in favor of the Borrowers or against or in payment of any or all of the Obligations.

Joint and Several Liability. If more than one Person has executed this Agreement as “Borrower,” the representations, covenants, warranties and obligations of all such Persons hereunder shall be joint and several. Each entity that constitutes Borrower (for purposes of the Borrowers this Section 10.23 only, each a “Borrower” and collectively, “Borrowers”) acknowledges and agrees that it shall be jointly and severally liable with for the Loan and all other Obligations arising under this Agreement and/or any of the other Borrowers Loan Documents. In furtherance thereof, each Borrower acknowledges and agrees as follows: (a) For the purpose of implementing the joint borrower provisions of the Loan Documents, each Borrower hereby irrevocably appoints each other Borrower as its agent and attorney-in-fact for all purposes of the Obligations. Loan Documents, including the giving and receiving of notices and other communications. (b) To induce Lender to make the Loan, and in consideration thereof, each Borrower hereby agrees to indemnify Lender against, and hold Lender harmless from, any and all liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Lender by any Borrower or by any other Person arising from or incurred by reason of (i) reliance by Lender on any requests or instructions from any Borrower, or (ii) any other action taken by L▇▇▇▇▇ in good faith with respect to this Agreement or the other Loan Documents; provided, that, such indemnification obligations shall not extend to Lender’s gross negligence or willful misconduct. (c) Each Borrower acknowledges that it the liens and security interests created or granted herein and by the other Loan Documents will secure the Obligations of all Borrowers under the Loan Documents and, in full recognition of that fact, each Borrower consents and agrees that Lender may, at any time and from time to time, without notice or demand, and without affecting the enforceability or security hereof or of any other Loan Document: (i) agree with any Borrower to supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) agree with any Borrower to supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any security for or guaranties of the Obligations, and apply any security and direct the order or manner of sale thereof as Lender, in its sole and absolute discretion may determine; (vii) release any Person or any guarantor from any personal liability with respect to the Obligations or any part thereof; or (viii) settle, release on terms satisfactory to Lender or by operation of applicable Laws or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any such security and bid and purchase at any sale; and consent to the merger, change or any other restructuring or termination of the corporate existence of any Borrower or any other Person, and correspondingly restructure the obligations of such Borrower or other Person, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower or the continuing existence of any lien or security interest hereunder, under any other Loan Document to which any Borrower is a co-borrower hereunder party or the enforceability hereof or thereof with respect to all or any part of the Obligations. (d) Upon the occurrence of and is jointly during the continuance of any Event of Default, Lender may enforce this Agreement and severally liable under the other Loan Documents independently as to each Borrower and independently of any other remedy or security Lender at any time may have or hold in connection with the Obligations, and in collecting on the Loan it shall not be necessary for Lender to marshal assets in favor of any Borrower or any other Person or to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this Agreement and the other Loan Documents. Any payment made by a Each Borrower expressly waives any right to require Lender, in respect connection with L▇▇▇▇▇’s efforts to obtain repayment of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by the Loan and on behalf of all Borrowers. All LoansOther Obligations, Swing Line Loans and Letters of Credit deemed to be (i) marshal assets in the case of Loans (including Swing Line Loans), extended to or on behalf favor of any Borrower or any other Person or to proceed against any other Person or any collateral provided by any other Person, and agrees that Lender may proceed against any Persons and/or collateral in such order as it shall be deemed determine in its sole and absolute discretion in connection with L▇▇▇▇▇’s efforts to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each obtain repayment of the Borrowers Loan and (ii) other Obligations. Lender may file a separate action or actions against each Borrower to enforce the Obligations, whether action is brought or prosecuted with respect to any other security or against any other Person, or whether any other Person is joined in the case of Letters of Credit, issued by any such action or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowersactions. Each Borrower agrees that Lender, each Borrower and/or any other Person may deal with each other in connection with the joint Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Agreement or the other Loan Documents. The rights of Lender hereunder and several under the other Loan Documents shall be reinstated and revived, and the enforceability of this Agreement and the other Loan Documents shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender as a result of the bankruptcy, insolvency or reorganization of any Borrower or any other Person, or otherwise, all as though such amount had not been paid. The enforceability of this Agreement and the other Loan Documents at all times shall remain effective even though any or all Obligations, or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower or any other Person and whether or not any Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives any and all defenses to the enforcement of its Obligations under the Loan Documents now or hereafter arising or asserted by reason of (i) any disability or other defense of any Borrower or any other Person with respect to the Obligations, (ii) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other Person (other than by reason of the full and final payment and performance of all Obligations), (iv) any failure of Lender to marshal assets in favor of any of the Borrowers or any other Person, (v) any failure of Lender to give notice of sale or other disposition of any Collateral for the Obligations to any Borrower or to any other Person or any defect in any notice that may be given in connection with any such sale or disposition, (vi) any failure of Lender to comply in any non-material respect with applicable Laws in connection with the sale or other disposition of any collateral or other security for any Obligation, (vii) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or of any other Person or of any of the Obligations or any other security or guaranty therefor by operation of law or otherwise, (viii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (ix) any failure of Lender to file or enforce a claim in any bankruptcy or similar proceeding with respect to any Person, (x) the election by Lender, in any bankruptcy or similar proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (xi) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code except to the extent otherwise provided for in this Agreement, (xii) any use of cash collateral under Section 11.14 shall not be impaired 363 of the Bankruptcy Code, (xiii) any agreement or affected stipulation with respect to the provision of adequate protection in any bankruptcy or similar proceeding of any Person, (xiv) the avoidance of any lien or security interest in favor of Lender securing the Obligations for any reason, or (xv) any bankruptcy or similar proceeding commenced by or against any modificationPerson, supplementincluding any discharge of, extension or amendment bar or stay against collecting, all or any contract of the Obligations (or agreement any interest thereon) in or as a result of any such proceeding. (e) Borrowers represent and warrant to which Lender that they have established adequate means of obtaining from each other, on a continuing basis, financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise) and their respective properties, and each now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other and their respective properties. Each Borrower hereby expressly waives and relinquishes any duty on the part of Lender to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of the other Borrowers may or the other Borrowers’ properties, whether now known or hereafter agree (other than an agreement signed known by Lender during the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension life of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with this Agreement. With respect to any of the Obligations, nor Lender need not inquire into the powers of any Borrower or the officers, employees or other Persons acting or purporting to act on such B▇▇▇▇▇▇▇’s behalf. (f) Without limiting the foregoing, or anything else contained in this Agreement, each Borrower waives all rights and defenses that it may have because the Obligations are secured by real property. (i) Notwithstanding anything to the contrary elsewhere contained herein or in any other agreements Loan Document to which any Borrower is a party, with respect to the Loan and all other Obligations, until the Obligations are paid and performed in full, each Borrower hereby subordinates to the claims of Lender under the Loan Documents any and all rights at law or arrangements whatsoever in equity, to subrogation, to reimbursement, to exoneration, to contribution, to set-off, to any other rights and defenses available to it with respect to the other Borrowers or with and their successors and assigns (including any surety) and any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other rightrights that could accrue to a surety against a principal, remedy to a guarantor against a maker or security. Except obligor, to an accommodation party against the extent otherwise provided hereinparty accommodated, or to a holder or transferee against a maker and which each Borrower hereby expressly waives promptness, diligence, notice of acceptance and them may have or hereafter acquire against the other or any other notice Person in connection with respect to any or as a result of the Obligationssuch B▇▇▇▇▇▇▇’s execution, the Notes, delivery and/or performance of this Agreement or any other Loan Document and to which it is a party. Each Borrower agrees that it shall not have or assert any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action such rights against any other Borrower or any other person Borrower’s successors and assigns or any Collateralother Person (including any surety), either directly or as an attempted set-off to any action commenced against such Borrower by any other Borrower (as borrower or in any other capacity) or any other Person until all the Obligations are paid and performed in full. Each Borrower hereby irrevocably waives acknowledges and releases each agrees that this subordination is intended to benefit Lender and shall not limit or otherwise affect any Borrower’s liability under this Agreement or any other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) Loan Document to which such Borrower it is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 a party, or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation enforceability hereof or thereof. (whether contractualg) EACH BORROWER WARRANTS AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, under Section 509 of the Bankruptcy Code or otherwise)WITH THE UNDERSTANDING THAT EVENTS GIVING RISE TO ANY DEFENSE WAIVED MAY DIMINISH, reimbursementDESTROY OR OTHERWISE ADVERSELY AFFECT RIGHTS WHICH EACH OTHERWISE MAY HAVE AGAINST THE OTHER, contributionAGAINST LENDER OR OTHERS, exoneration or similar rightOR AGAINST ANY COLLATERAL. IF ANY OF THE WAIVERS OR CONSENTS HEREIN IS DETERMINED TO BE CONTRARY TO ANY APPLICABLE LAW OR PUBLIC POLICY, or indemnity, or any right of recourse to security for any ObligationsSUCH WAIVERS AND CONSENTS SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Joint and Several Liability. Each of the All US Borrowers shall be jointly liable for all amounts due to Agent and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable Lenders under this Agreement Agreement, regardless of which US Borrower actually receives the Loans or Letter of Credit Accommodations hereunder or the amount of such Loans received or the manner in which Agent or US Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and records. The Obligations with respect to Loans made to a US Borrower, and the other Loan Documents. Any payment made by Obligations arising as a Borrower in respect result of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of a US Borrower hereunder, with respect to Loans made to the other US Borrowers provided for in this Section 11.14 hereunder, shall not be impaired separate and distinct obligations, but all such other Obligations shall be primary obligations of all US Borrowers. The Obligations arising as a result of the joint and several liability of a US Borrower hereunder with respect to Loans, Letter of Credit Accommodations or affected other extensions of credit made to the other US Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other US Borrowers or of any modification, supplement, extension promissory note or amendment other document evidencing all or any contract or agreement to which part of the Obligations of the other Borrowers may hereafter agree US Borrowers, (b) the absence of any attempt to collect the Obligations from the other than an agreement signed US Borrowers, any Guarantor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any provisions of any instrument evidencing the Obligations of the Obligationsother US Borrowers, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other rightpart thereof, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document agreement now or hereafter executed by the other US Borrowers and delivered to Agent, (d) the failure by US Lender (or Agent on behalf of US Lender) to take any requirement that steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Administrative Obligations of the other US Borrowers, (e) the election of Agent or US Lender in any Lender protectproceeding instituted under the Bankruptcy Code, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in of the application of Section 101(51111(b)(2) of the Bankruptcy Code, (f) to which such Borrower is the disallowance of all or would be entitled by virtue any portion of the provisions claim(s) of US Lender for the repayment of the first paragraph Obligations of this the other US Borrowers under Section 11.14 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of a Guarantor or of the performance other US Borrowers, other than the wilful misconduct or gross negligence of such Borrower’s obligations thereunder US Lender as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a result of the joint and several liability of a US Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other US Borrowers hereunder, each US Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation (whether contractualor any remedy which Agent or US Lender now has or may hereafter have against US Borrowers, under Section 509 any endorser or any guarantor of all or any part of the Bankruptcy Code Obligations, and any benefit of, and any right to participate in, any security or otherwise)collateral given to Agent or any Lender. Upon any Event of Default and for so long as the same is continuing, reimbursementAgent or any Lender may proceed directly and at once, contributionwithout notice, exoneration or similar right, or indemnityagainst any US Borrower to collect and recover the full amount, or any right portion of recourse the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each US Borrower consents and agrees that Agent or any Lender shall be under no obligation to security for mars▇▇▇▇ ▇▇▇ assets in favor of US Borrower(s) or against or in payment of any or all of the Obligations.

Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations1. Each Borrower acknowledges that it is a co-borrower hereunder and Obligor is jointly and severally liable under this Agreement and to the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one Bank for all present or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf future obligations of any Borrower shall be deemed other Obligor to be Loans the Bank under or Swing Line Loans (as applicable) extended for or on behalf of each of in connection with the Borrowers and (ii) in the case of Letters of CreditAgreement, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees it being noted that the joint and several liability of each Co-Obligor extends only to all present and future claims of the Borrowers provided Bank under or in connection with the Facility or Facilities set forth next to the name of such Co-Obligor in Schedule 1 (Borrower(s), Co-Obligor(s) and Facilities). 2. Each Obligor hereby waives, vis-a-vi s the Bank, all rights, privileges and defenses (rechten, voorrechten en verweermiddelen) conferred by law on co-debtors (hoofdelijk medeschuldenaren ). 3. Each Obligor hereby waives, vis-a-vis the Bank, now and, to the extent necessary, for in this Section 11.14 shall not be impaired or affected by any modificationthe future, supplement, extension or amendment or any contract or agreement all rights of the Bank to which the other Borrowers may hereafter agree Obligor could be subrogated (other than an agreement signed door subrogatie wu kunnen treden) and undertakes not to invoke any statutory provision giving rise to subrogation by virtue of joint and several liability (subrogatie wegens hoofdelijke verbondenheid). 4. Each Obligor agrees to pledge and, by signing the Administrative Agent and Agreement, hereby pledges its rights to recourse (regresvorderingen) under or in connection with the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by Agreement against any other agreements Obligor to the Bank as security for the performance of all present and future obligations of each Obligor towards the Bank under or arrangements whatsoever in connection with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advanceAgreement. The liability of each Borrower is direct and unconditional as to all ObligationsBank hereby gives notice, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided hereinnecessary in advance, to each Borrower Obligor of the creation of this pledge and each Obligor confirms that such notice has been given. The Bank may, also on behalf of an Obligor, waive (afstand doen van) the rights so pledged. 5. The Bank and each Obligor hereby expressly waives promptnessagree that, diligence, notice if and to the extent that the pledge of acceptance and such Obligor's recourse rights has no legal effect: a. the recourse rights of an Obligor against any other notice Obligor shall be subordinated to all rights which the Bank has or may at any time have against that Obligor under or in connection with respect the Agreement or on any other basis whatsoever, and b. each Obligor waives its recourse rights against any Obligor under the condition subsequent (opschortende voorwaarde) that the latter is sold to any a third party and thereby ceases to be a part of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any ObligationsGroup.

Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. (a) Each Borrower acknowledges agrees that it is a co-borrower hereunder and is jointly and severally liable to the Bank for the payment of all obligations arising under this Agreement Agreement, and that such liability is independent of the obligations of the other Loan DocumentsBorrower(s). Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All LoansThe Bank may bring an action against any Borrower, Swing Line Loans and Letters of Credit deemed to be whether an action is brought against the other Borrower(s). (ib) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that any release which may be given by the joint and several liability Bank to the other Borrower(s) or any guarantor will not release such Borrower from its obligations under this Agreement. (c) Each Borrower waives any right to assert against the Bank any defense, setoff, counterclaim, or claims which such Borrower may have against the other Borrower(s) or any other party liable to the Bank for the obligations of the Borrowers provided under this Agreement. (d) Each Borrower agrees that it is solely responsible for in this Section 11.14 shall not be impaired or affected by keeping itself informed as to the financial condition of the other Borrower(s) and of all circumstances which bear upon the risk of nonpayment. Each Borrower waives any modification, supplement, extension or amendment or right it may have to require the Bank to disclose to such Borrower any contract or agreement to information which the other Borrowers Bank may now or hereafter agree (other than an agreement signed by acquire concerning the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any financial condition of the Obligations, nor other Borrower(s). (e) Each Borrower waives all rights to notices of default or nonperformance by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, under this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any CollateralAgreement. Each Borrower hereby irrevocably further waives and releases each other Borrower from all “claims” (as defined in Section 101(5) rights to notices of the Bankruptcy Codeexistence or the creation of new indebtedness by any other Borrower. (f) The Borrowers represent and warrant to which such the Bank that it will derive benefit, directly and indirectly, from the collective administration and availability of credit under this Agreement. The Borrowers agree that the Bank will not be required to inquire as to the disposition by any Borrower is or would be entitled by virtue of funds disbursed in accordance with the provisions of the first paragraph terms of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to Agreement. (g) Each Borrower waives any right of subrogation subrogation, reimbursement, indemnification and contribution (whether contractual, under Section 509 of the Bankruptcy Code statutory or otherwise), reimbursementincluding without limitation, contribution, exoneration any claim or similar right, or indemnity, right of subrogation under the Bankruptcy Code (Title 11 of the U.S. Code) or any successor statute, which such Borrower may now or hereafter have against any other Borrower with respect to the indebtedness incurred under this Agreement. Each Borrower waives any right of recourse to enforce any remedy which the Bank now has or may hereafter have against any other Borrower, and waives any benefit of, and any right to participate in, any security for any Obligationsnow or hereafter held by the Bank.

Joint and Several Liability. Each of the Borrowers All Loans, upon funding, shall be deemed to be jointly funded to and received by the Borrowers. Each Borrower jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder agrees to pay, and is shall be jointly and severally liable under this Agreement for, all Obligations, regardless of the manner or amount in which proceeds of Loans are used, allocated, shared, or disbursed by or among the Borrowers themselves, or the manner in which an Agent and/or any Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower shall be liable for all amounts due to an Agent and/or any Lender under this Agreement, regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans and extensions of credit received or the manner in which such Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower’s Obligations with respect to Loans and other extensions of credit made to it, and such Borrower’s Obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Loans made to the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers hereunder, shall be deemed a payment separate and distinct obligations, but all such Obligations shall be primary obligations of such Obligations by Borrower. The Borrowers acknowledge and on behalf expressly agree with the Agents and each Lender that the joint and several liability of all Borrowers. All Loanseach Borrower is required solely as a condition to, Swing Line Loans and Letters of Credit deemed is given solely as inducement for and in consideration of, credit or accommodations extended or to be extended under the Loan Documents to any or all of the other Borrowers and is not required or given as a condition of extensions of credit to such Borrower. Each Borrower’s obligations under this Agreement shall be separate and distinct obligations. Each Borrower’s obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) in the case validity or enforceability, avoidance, or subordination of Loans (including Swing Line Loans), extended to or on behalf the Secured Obligations of any other Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for of any promissory note or on behalf of each other document evidencing all or any part of the Borrowers and Secured Obligations of any other Borrower, (ii) in the case of Letters of Credit, issued by or on behalf absence of any attempt to collect the Secured Obligations from any other Borrower, or any 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 an Agent and/or any Lender with respect to any provision of any instrument evidencing the Secured Obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower shall be deemed and delivered to be Letters an Agent and/or any Lender, (iv) the failure by an Agent and/or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Secured Obligations of Credit issued by or on behalf of each any other Borrower, (v) an Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the Borrowersapplication 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 disallowance of all or any portion of an Agent’s and/or any Lender’s claim(s) for the repayment of the Obligations of any other Borrower under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than payment or performance, to the extent thereof). Each Borrower agrees that With respect to any Borrower’s Secured Obligations arising as a result of the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement hereunder with respect to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise Loans or other indulgence granted by the Administrative Agent or any Lender with respect extensions of credit made to any of the other Borrowers hereunder to the extent permitted by applicable law, such Borrower waives, until the Secured Obligations (other than contingent indemnification obligations) shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which an Agent and/or any Lender now has or may hereafter have against any other Borrower, any endorser or any guarantor of all or any part of the Secured Obligations, nor by and any benefit of, and any right to participate in, any security or collateral given to an Agent and/or any Lender to secure payment of the Secured Obligations of any Borrower to an Agent and/or any Lender. Upon any Event of Default, the Agents may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Secured Obligations, without first proceeding against any other agreements Borrower or arrangements whatsoever with the other Borrowers or with any other Person, each or against any security or collateral for the Secured Obligations. Each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, consents and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement agrees that the Administrative Agent or Agents shall be under no obligation to marshal any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against assets in favor of any Borrower or against or in payment of any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Secured Obligations.

Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. (a) Each Borrower acknowledges agrees that it is a co-borrower hereunder and is jointly and severally liable to the Bank for the payment of all obligations arising under this Agreement Agreement, and that such liability is independent of the obligations of the other Loan DocumentsBorrower(s). Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All LoansThe Bank may bring an action against any Borrower, Swing Line Loans and Letters of Credit deemed to be whether an action is brought against the other Borrower(s). (ib) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that any release which may be given by the joint and several liability Bank to the other Borrower(s) or any guarantor will not release such Borrower from its obligations under this Agreement. (c) Each Borrower waives any right to assert against the Bank any defense, setoff, counterclaim, or claims which such Borrower may have against the other Borrower(s) or any other party liable to the Bank for the obligations of the Borrowers provided under this Agreement. (d) Each Borrower agrees that it is solely responsible for in this Section 11.14 shall not be impaired or affected by keeping itself informed as to the financial condition of the other Borrower(s) and of all circumstances which bear upon the risk of nonpayment. Each Borrower waives any modification, supplement, extension or amendment or right it may have to require the Bank to disclose to such Borrower any contract or agreement to information which the other Borrowers Bank may now or hereafter agree (other than an agreement signed by acquire concerning the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any financial condition of the Obligations, nor other Borrower(s). (e) Each Borrower waives all rights to notices of default or nonperformance by any other agreements Borrower under this Agreement. Each Borrower further waives all rights to notices of the existence or arrangements whatsoever the creation of new indebtedness by any other Borrower. (f) The Borrowers represent and warrant to the Bank that each will derive benefit, directly and indirectly, from the collective administration and availability of credit under this Agreement. The Borrowers agree that the Bank will not be required to inquire as to the disposition by any Borrower of funds disbursed in accordance with the other terms of this Agreement. (g) Until all obligations of the Borrowers or with any other Personto the Bank under this Agreement have been paid in full, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation subrogation, reimbursement, indemnification and contribution (whether contractual, under Section 509 of the Bankruptcy Code statutory or otherwise), reimbursementincluding without limitation, contributionany claim or right of subrogation under the Bankruptcy Code (Title 11, exoneration or similar right, or indemnity, United States Code) or any successor statute, which such Borrower may now or hereafter have against any other Borrower with respect to the indebtedness incurred under this Agreement. Each Borrower waives any right of recourse to enforce any remedy which the Bank now has or may hereafter have against any other Borrower, and waives any benefit of, and any right to participate in, any security for any Obligationsnow or hereafter held by the Bank.

Joint and Several Liability. (a) All obligations, covenants, representations, warranties and undertakings in or pursuant to the Finance Documents assumed, given, made or entered into by the Obligors shall, unless otherwise expressly provided, be assumed, given, made or entered into by the Obligors jointly and severally. The failure by an Obligor to perform its obligations under the Finance Documents shall constitute a failure by the other Obligors in the performance of its obligations under the Finance Documents. Each Obligor shall be responsible for the performance of the Borrowers shall be jointly and severally liable with obligations of the other Borrowers for Obligors under the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and Finance Documents; (b) The Creditor Parties may, but only through the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one Agent or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loansthe Security Trustee, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of take action against any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) Obligors and/or release or compromise in whole or in part the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, Obligors under this Agreement or any other Loan Finance Document and or grant any requirement time or other indulgence to any of the Obligors, in each case without affecting the liability of the other Obligors; (c) Each Obligor agrees to be bound by the Finance Documents to which it is, or is to be, a party notwithstanding that the Administrative Agent other Obligors which are intended to sign or to be bound may not do so or be effectually bound and notwithstanding that any of the Finance Documents may be invalid or unenforceable against the other Obligors, whether or not the deficiency is known to any Creditor Party; (d) None of the obligations or liabilities of the Obligors under this Agreement or any Lender protectother Finance Document shall be discharged or reduced by reason of: (i) the insolvency, secureliquidation, perfect dissolution, winding-up, administration, receivership, amalgamation, reconstruction or insure other incapacity of any Lien person whatsoever or any property subject thereto change of name or exhaust any right style or take any action against any Borrower constitution of an Obligor or any other person liable; (ii) any Creditor Party granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, an Obligor or any Collateral. other person liable or renewing, determining, varying or increasing, any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever, or concurring in, accepting, varying any compromise, arrangement or settlement or omitting to claim or enforce payment from an Obligor or any other person liable; or (iii) anything done or omitted which but for this provision might operate to exonerate the Obligors or any of them; (e) Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) Obligor agrees that any rights which it may have at any time during the term of the Bankruptcy Code) to which such Borrower is or would be entitled Facility by virtue reason of the provisions of the first paragraph of this Section 11.14 or the performance of its obligations under the Finance Documents to be indemnified by any other Obligor and/or to take the benefit of any security taken by the Agent pursuant to the Finance Documents shall be exercised in such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of manner and on such terms as the Bankruptcy Code Agent may require or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.as provided

Joint and Several Liability. Each of the Borrowers All Revolving Loans, upon funding, shall be deemed to be jointly funded to and received by the Borrowers. Each Borrower jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder agrees to pay, and is shall be jointly and severally liable under this Agreement for, all Obligations, regardless of the manner or amount in which proceeds of Revolving Loans are used, allocated, shared, or disbursed by or among the Borrowers themselves, or the manner in which the Agent and/or any Lender accounts for such Revolving Loans or other extensions of credit on its books and records. Each Borrower shall be liable for all amounts due to the Agent and/or any Lender under this Agreement, regardless of which Borrower actually receives Revolving Loans or other extensions of credit hereunder or the amount of such Revolving Loans and extensions of credit received or the manner in which the Agent and/or such Lender accounts for such Revolving Loans or other extensions of credit on its books and records. Each Borrower's Obligations with respect to Revolving Loans and other extensions of credit made to it, and such Borrower's Obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Revolving Loans made to the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers hereunder, shall be deemed a payment separate and distinct obligations, but all such Obligations shall be primary obligations of such Obligations Borrower. Each Borrower's obligations under this Agreement and as an obligor under a Guaranty Agreement shall be separate and distinct obligations. Each Borrower's obligations under this Agreement shall, to the fullest extent permitted by and on behalf law, be unconditional irrespective of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case validity or enforceability, avoidance, or subordination of Loans (including Swing Line Loans), extended to or on behalf the Obligations of any other Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for of any promissory note or on behalf of each other document evidencing all or any part of the Borrowers and Obligations of any other Borrower, (ii) in the case of Letters of Credit, issued by or on behalf absence of any attempt to collect the Obligations from any other Borrower, any Guarantor, or any 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 Agent and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any other Borrower shall be deemed or Guarantor, or any part thereof, or any other agreement now or hereafter executed by any other Borrower or Guarantor and delivered to be Letters the Agent and/or any Lender, (iv) the failure by the Agent and/or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of Credit issued by any other Borrower or on behalf of each Guarantor, (v) the Agent's and/or any Lender's election, in any proceeding instituted under the Bankruptcy Code, of the Borrowersapplication of Section 1111(b)(2) of the Bankruptcy Code or under any similar provision of the BIA 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 or under any similar provision of the BIA or the Companies Creditors Arrangement Act (Canada), (vii) the disallowance of all or any portion of the Agent's and/or any Lender's claim(s) for the repayment of the Obligations of any other Borrower under Section 502 of the Bankruptcy Code or under any similar provision of the BIA or the Companies Creditors Arrangement Act (Canada), or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. Each Borrower agrees that With respect to any Borrower's Obligations arising as a result of the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement hereunder with respect to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise Revolving Loans or other indulgence granted by the Administrative Agent or any Lender with respect extensions of credit made to any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which the Agent and/or any Lender now has or may hereafter have against any other Borrower, any endorser or any guarantor of all or any part of the Obligations, nor by and any benefit of, and any right to participate in, any security or collateral given to the Agent and/or any Lender to secure payment of the Obligations or any other agreements liability of any Borrower to the Agent and/or any Lender. Upon any Event of Default, the Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or arrangements whatsoever with any portion of the Obligations, without first proceeding against any other Borrowers Borrower or with any other Person, each or against any security or collateral for the Obligations. Each Borrower hereby waiving consents and agrees that the Agent shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. (a) Each Borrower acknowledges agrees that it is a co-borrower hereunder and is jointly and severally liable to the Bank for the payment of all obligations arising under this Agreement Agreement, and that such liability is independent of the obligations of the other Loan DocumentsBorrower(s). Any payment made by a Borrower Each obligation, promise, covenant, representation and warranty in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower this Agreement shall be deemed to have been made by, and be Loans or Swing Line Loans binding upon, each Borrower, unless this Agreement expressly provides otherwise. The Bank may bring an action against any Borrower, whether an action is brought against the other Borrower(s). (as applicableb) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that any release which may be given by the joint and several liability Bank to the other Borrower(s) will not release such Borrower from its obligations under this Agreement. (c) Each Borrower waives any right to assert against the Bank any defense, setoff, counterclaim, or claims which such Borrower may have against the other Borrower(s) or any other party liable to the Bank for the obligations of the Borrowers provided for in under this Section 11.14 shall not be impaired or affected Agreement. (d) Each Borrower waives any defense by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension reason of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement Borrower's or any other Loan Document and person's defense, disability, or release from liability. The Bank can exercise its rights against each Borrower even if any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any other Borrower or any other person no longer is liable because of a statute of limitations or any Collateralfor other reasons. (e) Each Borrower agrees that it is solely responsible for keeping itself informed as to the financial condition of the other Borrower(s) and of all circumstances which bear upon the risk of nonpayment. Each Borrower hereby irrevocably waives and releases each any right it may have to require the Bank to disclose to such Borrower any information which the Bank may now or hereafter acquire concerning the financial condition of the other Borrower(s). (f) Each Borrower waives all rights to notices of default or nonperformance by any other Borrower from under this Agreement. Each Borrower further waives all “claims” (as defined in Section 101(5) rights to notices of the Bankruptcy Code) existence or the creation of new indebtedness by any other Borrower and all rights to which such Borrower is or would be entitled by virtue any other notices to any party liable on any of the provisions credit extended under this Agreement. (g) The Borrowers represent and warrant to the Bank that each will derive benefit, directly and indirectly, from the collective administration and availability of credit under this Agreement. The Borrowers agree that the Bank will not be required to inquire as to the disposition by any Borrower of funds disbursed in accordance with the terms of this Agreement. (h) Until all obligations of the first paragraph Borrowers to the Bank under this Agreement have been paid in full and any commitments of the Bank or facilities provided by the Bank under this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to Agreement have been terminated, each Borrower (a) waives any right of subrogation subrogation, reimbursement, indemnification and contribution (whether contractual, under Section 509 of the Bankruptcy Code statutory or otherwise), reimbursementincluding without limitation, contributionany claim or right of subrogation under the Bankruptcy Code (Title 11, exoneration U.S. Code) or similar rightany successor statute, which such Borrower may now or hereafter have against any other Borrower with respect to the indebtedness incurred under this Agreement; (b) waives any right to enforce any remedy which the Bank now has or may hereafter have against any other Borrower, and waives any benefit of, and any right to participate in, any security now or hereafter held by the Bank. (i) Each Borrower waives any right to require the Bank to proceed against any other Borrower or any other person; proceed against or exhaust any security; or pursue any other remedy. Further, each Borrower consents to the taking of, or indemnityfailure to take, any action which might in any manner or to any right extent vary the risks of recourse to security the Borrower under this Agreement or which, but for any Obligationsthis provision, might operate as a discharge of the Borrower.

Joint and Several Liability. Each (a) Any and all obligations and liabilities of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each either Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by the joint and on behalf of all Borrowers. All Loans, Swing Line Loans several obligation and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided Borrowers. Except as expressly set forth in Section 7, each Borrower waives presentation to, demand of payment from and protest to the Lenders of any of the obligations and liabilities of the other Borrower hereunder and also waives notice of protest for nonpayment and notice of acceleration and notice of intent to accelerate, and all other notices of any kind. Except as expressly set forth in this Section 11.14 7, each Borrower waives notice of any default by the other Borrower hereunder. The obligations and liabilities of each Borrower hereunder shall not be impaired or affected by (i) the failure of any modification, supplement, Lender to assert any claim or demand or to enforce any right or remedy against the other Borrower or any other person under this Agreement or any Notes; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any contract of the terms or agreement to which provisions of this Agreement or any Notes; (iv) the release of any obligation or liability of the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor Borrower by any delayLender; (v) the failure of any Lender to exercise any right or remedy against any Borrower; (vi) any change in the ownership of either of the Borrowers; or (vii) any winding up, extension reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either of time, renewal, compromise or other indulgence granted by the Administrative Agent Borrowers or any Lender Lender. (b) If and to the extent that either of the Borrowers shall fail to make any payment with respect to any of the Obligations, nor by obligations hereunder as and when due or to perform any other agreements or arrangements whatsoever of such obligations in accordance with the terms thereof, then in each such event, the other Borrowers Borrower will make such payment with respect to, or with any other Personperform, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. obligation. (c) The liability obligations of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of under the provisions of the first paragraph of this Section 11.14 or the performance subsection 9.15 constitute full recourse obligations of such Borrower’s obligations thereunder , enforceable in accordance with respect to any right the terms of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligationsthis Agreement.

Joint and Several Liability. Each Borrower unconditionally guarantees the payment in full and performance of the Borrowers shall be jointly and severally liable with the other Borrowers for the ObligationsBorrower's Obligations hereunder. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally shall be liable for all amounts due to the Agent and/or any Lender under this Agreement and Agreement, regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment amount of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) received or the manner in which the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Agent and/or such Lender accounts for such Loans or Swing Line Loans (as applicable) extended for or other extensions of credit on behalf of each of the Borrowers its books and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowersrecords. Each Borrower agrees that Borrower's Obligations with respect to Loans made to it, and each Borrower's Obligations arising as a result of the joint and several liability of the Borrowers provided for in this Section 11.14 hereunder, with respect to Loans made to the other Borrower hereunder, shall not be impaired separate and distinct obligations, but all such Obligations shall be primary obligations of that Borrower. Each Borrower's Obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans or affected other extensions of credit made to the other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrower or of any modification, supplement, extension promissory note or amendment other document evidencing all or any contract or agreement to which part of the Obligations of the other Borrowers may hereafter agree Borrower, (ii) the absence of any attempt to collect the Obligations from the other than an agreement signed Borrower, any other guarantor, or any 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 and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or and/or any Lender with respect to any provision of any instrument evidencing the Obligations of the Obligationsother Borrower, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other rightpart thereof, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document agreement now or hereafter executed by the other Borrower and delivered to the Agent and/or any requirement that Lender, (iv) the Administrative failure by the Agent or and/or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or to take any action against steps to perfect and maintain its security interest in, or to preserve its rights to, any Borrower security or collateral for the Obligations of the other Borrower, (v) the Agent's and/or any other person or Lender's election, in any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in proceeding instituted under the Bankruptcy Code, of the application of Section 101(51111(b)(2) of the Bankruptcy Code, (vi) to which such Borrower is any borrowing or would be entitled grant of a security interest by virtue the other Borrower, as debtor-in-possession under Section 364 of the provisions 125 126 Bankruptcy Code, (vii) the disallowance of all or any portion of the first paragraph Agent's and/or any Lender's claim(s) for the repayment of this the Obligations of the other Borrower under Section 11.14 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of the performance other Borrower. With respect to each Borrower's Obligations arising as a result of such Borrower’s obligations thereunder the joint and several liability of that Borrower hereunder with respect to Loans or other extensions of credit made to the other Borrower hereunder, each Borrower waives, until the Obligations shall have been paid in full and the Loan Agreement shall have been terminated, any right to enforce any right of subrogation and any remedy which the Agent and/or any Lender now has or may hereafter have against the other Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Agent and/or any Lender to secure payment of the Obligations or any other liability of the other Borrower to the Agent and/or any Lender. Upon any Event of Default, the Agent may proceed directly and at once, without notice, against either or both Borrowers to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Agent shall be under no obligation to marshal any assets in favor of that Borrower or against or in payment of any or all of the Obligations. The Obligations of each Borrower under this Section 15.16 (whether contractualthe Guarantor-Borrower) with respect to Loans and interest, fees, and expenses with respect thereto which were advanced to or incurred by the other Borrower (and were not reloaned to the Guarantor-Borrower) shall be limited to an amount equal to the maximum amount of the claim which could be recovered from the Guarantor-Borrower under this Section 15.16 without rendering such claim voidable or avoidable under Section 509 548 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration under any similar state statute or similar right, or indemnity, or any right of recourse to security for any Obligations.common law. 126 127

Joint and Several Liability. A. Each BORROWER and GUARANTOR is accepting joint and several liability under this Agreement in consideration of the Borrowers shall financial accommodations to be provided by BANK under this Agreement, for the mutual benefit, directly and indirectly, of each BORROWER and GUARANTOR, and in consideration of the undertakings of each other BORROWER and GUARANTOR to accept joint and several liability for the Obligations of each BORROWER to BANK. B. Each BORROWER and GUARANTOR, jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-borrower hereunder debtor, joint and is jointly several liability with each other BORROWER and severally liable GUARANTOR, with respect to the payment and performance of all of the Obligations of each BORROWER to BANK under this Agreement and (including, without limitation, any Obligations arising under this section), it being the other Loan Documents. Any payment made by a Borrower in respect intention of the parties hereto that all the Obligations owing by one or more Borrowers of each BORROWER to the BANK under this Agreement shall be deemed a payment of such Obligations by the joint and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf several obligation of each of the Borrowers BORROWER and (ii) in GUARANTOR without preferences or distinction among them. C. If and to the case of Letters of Credit, issued by extent that any BORROWER or on behalf of GUARANTOR shall fail to make any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender payment with respect to any of the Obligations of each BORROWER to BANK under this Agreement, as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event the other BORROWER and GUARANTOR, under this Agreement will make such payment with respect to, or perform, such Obligation. D. The Obligations of each BORROWER and GUARANTOR under the provisions of this section constitute full recourse Obligations of each BORROWER and GUARANTOR enforceable against each such BORROWER and GUARANTOR to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstance whatsoever. E. Each BORROWER and GUARANTOR hereby waives notice of acceptance of its joint and several liability, notice of any loans made under this Agreement, notice of any action at any time taken or omitted by BANK under or in respect of any of the Obligations of each BORROWER to BANK under this Agreement, and generally, to the extent permitted by applicable law, but excepting only those notices and rights to cure specifically provided under this Agreement, all demands, notices and other formalities of every kind in connection with this Agreement. Each BORROWER and GUARANTOR hereby assents to, and waivers notice of, any extension or postponement of the time for the payment of any of the Obligations of each BORROWER to BANK under this Agreement, the acceptance of any payment of any of such Obligations, nor the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by BANK at any time or times in respect of any default by any BORROWER and GUARANTOR in the performance or satisfaction of any term covenant, condition or provision of this Agreement, any and all other agreements indulgences whatsoever by BANK in respect of any of the Obligations of each BORROWER to BANK under this Agreement, and the taking, addition, substitution or arrangements whatsoever release, in whole or in part, at any time or times, of any security for any of such Obligations of each BORROWER to BANK or the addition, substitution or release, in whole or in part, of any BORROWER or GUARANTOR. Without limiting the generality of the foregoing, each BORROWER and GUARANTOR assents to any other action or delay in acting or failure to act on BANK’s part with respect to the other Borrowers failure by any BORROWER or GUARANTOR to comply with any other Personof its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this section, afford grounds for terminating, discharging or relieving any BORROWER or GUARANTOR, in whole or in part, from any of its Obligations under this section, it being the intention of each Borrower hereby waiving all notice BORROWER and GUARANTOR that, so long as any of the Obligations under this Agreement remain unsatisfied, the Obligations of such delay, extension, release, substitution, renewal, compromise or other indulgence, BORROWER and hereby consenting GUARANTOR under this section shall not be discharged except by performance and then only to be bound thereby as fully and effectually as if it had expressly agreed thereto in advancethe extent of such performance. The obligations of each BORROWER and GUARANTOR under this section shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other BORROWER or GUARANTOR or BANK. The joint and several liability of each Borrower is direct BORROWER and unconditional as to all ObligationsGUARANTOR under this Agreement shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any BORROWER or GUARANTOR or BANK. F. The provisions of this section are made for the benefit of BANK and BANK’s successors and assigns, and may be enforced by BANK in good faith from time to time against any or all of the BORROWER and GUARANTOR as often as occasion therefore may arise and without requiring the Administrative Agent requirement on BANK’s part first to marshal any of its claims or to exercise any Lender first of its rights against any BORROWER or GUARANTOR or to exhaust any remedies available to BANK against any other BORROWER or GUARANTOR or to resort to any other rightsource or means of obtaining payment of any of the Obligations under this Agreement or to elect any other remedy. The provisions of this section shall remain in effect until all of the Obligations of each BORROWER to BANK under this Agreement shall have been paid in full or otherwise fully satisfied. If at any time, remedy any payment, or security. Except any part thereof, made in respect of any of such Obligations of each BORROWER to BANK, is rescinded or must otherwise be restored or returned by BANK upon the extent otherwise provided hereininsolvency, each Borrower bankruptcy or reorganization of any BORROWER or GUARANTOR, or otherwise, the provisions of this section will forthwith be reinstated in effect, as though such payment had not been made. G. Each BORROWER and GUARANTOR agrees that it shall not have, and hereby expressly waives promptnesswaives: (i) any right to subrogation or indemnification, diligence, notice of acceptance and any other notice with respect right to any of the Obligations, the Notes, this Agreement payment from or reimbursement by any other Loan Document and BORROWER or GUARANTOR, in connection with or as a consequence of any requirement that the Administrative Agent payment made by any BORROWER or GUARANTOR to BANK, (ii) any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust right to enforce any right or take any action remedy which BANK has or may hereafter have against any Borrower other BORROWER or GUARANTOR, and (iii) any benefit of, and any right to participate in (A) any collateral now or hereafter held by BANK, or (B) any payment to BANK by, or collection by BANK from any other BORROWER or GUARANTOR. The provisions of this paragraph are made for the express benefit of each BORROWER and GUARANTOR as well as BANK, and may be enforced independently by each BORROWER and GUARANTOR or any other person or successor in interest to each BORROWER and GUARANTOR. The foregoing shall in no manner limit the rights of BORROWER and GUARANTOR against any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 third party or the performance properties or assets of any such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligationsthird party.

Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Term Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Term Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateralcollateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of subrogation (whether contractual, under Section 509 of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any Obligations.

Joint and Several Liability. (a) Each Borrower, whether a party to this Agreement on the Closing Date or thereafter becoming a Borrower pursuant to the provisions of the Borrowers Section 5.11, shall be jointly and severally liable with the other Borrowers for all of the Obligations. . (b) Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower hereby agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 its Obligations hereunder shall not be impaired discharged or otherwise affected by any modification, supplement, extension as a result of (a) the invalidity or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension unenforceability of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, Borrowers' obligations under this Agreement or any other Loan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person agreement or instrument relating thereto, or any Collateralguaranty of the Obligations, (b) the absence of any attempt to collect the Obligations from any of the other Borrowers or other action to enforce the same; (c) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any of the other Borrowers (other than such Borrower), including without limitation, any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; (d) failure by the Administrative Agent, any Lender, or the Issuing Lender to file or enforce a claim against any other Borrower or its estate in any bankruptcy or insolvency case or proceeding; (e) any action taken by the Administrative Agent, any Lender, or the Issuing Lender that is authorized hereby; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor or any other third party obligor on any Obligations, other than the payment in full of the Obligations. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (a) diligence, presentment, demand of payment (except as defined expressly required hereunder), filing of claims with a court in Section 101(5) the event of receivership or bankruptcy of the Bankruptcy Code) to which such Borrower is other Borrowers, protest or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder notice with respect to any right the Obligations, and all presentments, demands for performance, notices of subrogation nonperformance (whether contractualexcept to the extent expressly required hereunder), under Section 509 protests, notices of protest, notices of dishonor and notices of acceptance of this Agreement and the Obligations, the benefits of all statutes of limitation, and all other demands (except as expressly required hereunder) whatsoever (and shall not require that the same be made on the other Borrowers as a condition precedent to its Obligations hereunder), (b) all notices of the Bankruptcy Code existence, creation or incurring of new or additional indebtedness, arising either from additional loans extended to the other Borrowers or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity(c) all notices that the principal amount, or any right portion thereof, and/or any interest on any instrument or document evidencing all or any part of recourse the Obligations is due (except as expressly required hereunder), (d) notices of any and all proceedings to security for collect from the maker, any endorser or any other guarantor of all or any part of the Obligations, or from any other Person, (e) any requirement of marshalling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by any Lender, (f) any defense based upon any Requirement of Law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal and (g) without limiting the generality of the foregoing or any other provision hereof, all rights and benefits under California Civil Code Sections 2808, 2809, 810, 2811, 2819, 2839, 2845, 2849, 2850 and 3433.

Joint and Several Liability. (i) All obligations, covenants, representations, warranties and undertakings in or pursuant to the Finance Documents assumed, given, made or entered into by the Borrowers shall, unless otherwise expressly provided, be assumed, given, made or entered into by the Borrowers jointly and severally. The failure by a Borrower to perform its obligations under the Finance Documents shall constitute a failure by the other Borrowers in the performance of their obligations under the Finance Documents. Each Borrower shall be responsible for the performance of the obligations of the other Borrowers under the Finance Documents. (ii) The Finance Parties may, but only through the Facility Agent, take action against any of the Borrowers shall be jointly and severally liable with and/or release or compromise in whole or in part the liability of the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any Lender first to resort to any other right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Finance Document and or grant any requirement time or other indulgence to any of the Borrowers, in each case without affecting the liability of the other Borrowers. (iii) Each Borrower agrees to be bound by the Finance Documents to which it is, or is to be, a party notwithstanding that the Administrative Agent other Borrowers which are intended to sign or to be bound may not do so or be effectually bound and notwithstanding that any of the Finance Documents may be invalid or unenforceable against the other Borrowers, whether or not the deficiency is known to any Finance Party. (iv) None of the obligations or liabilities of the Borrowers under this Agreement or any Lender protectother Finance Document shall be discharged or reduced by reason of: (A) the insolvency, secureliquidation, perfect dissolution, winding-up, administration, receivership, amalgamation, reconstruction or insure other incapacity of any Lien person whatsoever or any property subject thereto change of name or exhaust any right style or take any action against any constitution of a Borrower or any other person liable; (B) any Finance Party granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, a Borrower or any Collateral. Each other person liable or renewing, determining, varying or increasing, any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever, or concurring in, accepting, varying any compromise, arrangement or settlement or omitting to claim or enforce payment from a Borrower hereby irrevocably waives and releases each or any other Borrower from all “claims” person liable; or (as defined in Section 101(5C) anything done or omitted which but for this provision might operate to exonerate the Borrowers or any of them. (v) Without prejudice to the operation of the Bankruptcy Code) Finance Documents in relation to which such Borrower is or would be entitled by virtue the flow of funds into and out of the provisions Earnings Accounts, the Retention Account and the Operating Account each of the first paragraph Borrowers agrees that any rights which it may have at any time during the term of this Section 11.14 or the Facility by reason of the performance of its obligations under the Finance Documents to be indemnified by any other Borrower and/or to take the benefit of any security taken by the Facility Agent pursuant to the Finance Documents shall be exercised in such Borrower’s obligations thereunder manner and on such terms as the Facility Agent may require or as provided in this Agreement. Each of the Borrowers agrees to hold any sums received by it as a result of its having exercised any such right on trust for the Facility Agent absolutely. (vi) Without prejudice to the operation of the Finance Documents in relation to the flow of funds into and out of the Earnings Accounts, the Retention Account and the Operating Account each of the Borrowers agrees that it will not at any time during the term of the Facility claim any set-off or counterclaim against any other Borrowers in respect of any liability owed to it by that other Borrower under or in connection with the Finance Documents, nor prove in competition with any of the Finance Parties in any liquidation of (or analogous proceeding in respect of) any other Borrower in respect of any payment made under the Finance Documents or in respect of any sum which includes the proceeds of realisation of any security held by the Facility Agent for the repayment of the Loans. (vii) Any notices given by the Representative Borrower or statements made by it, instructions given by it to any right of subrogation (whether contractualFinance Party or decisions made by it, under Section 509 will be conclusive and binding on all of the Bankruptcy Code or otherwise), reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any ObligationsBorrowers.

Joint and Several Liability. Each of the Borrowers All Loans, upon funding, shall be deemed to be jointly funded to and received by the Borrowers. Each Loan Party jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder agrees to pay, and is shall be jointly and severally liable under this Agreement and the other Loan Documents. Any payment made by a Borrower in respect of for, all Obligations owing by one or more Borrowers shall be deemed a payment of such (excluding Existing Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loansa Newly Obligated Party), extended to regardless of the manner or on behalf amount in which proceeds of Loans are used, allocated, shared or disbursed by or among the Loan Parties themselves, or the manner in which the Agent and/or any Borrower shall be deemed to be Lender accounts for such Loans or Swing Line Loans (as applicable) extended for or other extensions of credit on behalf of its books and records. The Borrowers acknowledge and expressly agree with the Agent and each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees Lender that the joint and several liability of each Borrower is required solely as a condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to be extended under the Borrowers provided for in Loan Documents to any or all of the other Loan Parties and is not required or given as a condition of extensions of credit to such Borrower. Each Loan Party's obligations under this Section 11.14 Agreement and as an obligor under a Guaranty Agreement shall not be impaired separate and distinct obligations. Each Loan Party's obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or affected by enforceability, avoidance, or subordination of the Obligations of any modification, supplement, extension other Loan Party or amendment of any promissory note or other document evidencing all or any contract part of the Obligations of any other Loan Party, (ii) the absence of any attempt to collect the Obligations from any other Loan Party, any other guarantor, or agreement any other security therefor, or the absence of any other action to which enforce the other Borrowers may hereafter agree same, (other than an agreement signed iii) the waiver, consent, extension, forbearance, or granting of any indulgence by the Administrative Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or and/or any Lender with respect to any provision of any instrument evidencing the ObligationsObligations of any other Loan Party, nor or any part thereof, or any other agreement now or hereafter executed by any other agreements or arrangements whatsoever with Loan Party and delivered to the other Borrowers or with Agent and/or any other PersonLender, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring (iv) the Administrative failure by the Agent or and/or any Lender first to resort take any steps to perfect and maintain its security interest in, or to preserve its rights to, any other right, remedy security or security. Except to collateral for the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice Obligations of acceptance and any other notice with respect to any of the Obligations, the Notes, this Agreement or any other Loan Document and Party, (v) the Agent's and/or any requirement that Lender's election, in any proceeding instituted under the Administrative Agent or any Lender protectBankruptcy Code, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (as defined in of the application of Section 101(51111(b)(2) of the Bankruptcy Code, (vi) to which such Borrower is any borrowing or would be entitled grant of a security interest by virtue any other Loan Party, as debtor-in-possession under Section 364 of the provisions Bankruptcy Code, (vii) the disallowance of all or any portion of the first paragraph Agent's and/or any Lender's claim(s) for the repayment of this the Obligations of any other Loan Party under Section 11.14 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Loan Party. With respect to any Loan Party's Obligations arising as a result of the performance joint and several liability of such Borrower’s obligations thereunder the Loan Parties hereunder with respect to Loans or other extensions of credit made to any of the other Loan Parties hereunder, such Loan Party waives, until the Obligations shall have been paid in full and the Loan Agreement shall have been terminated, any right to enforce any right of subrogation (whether contractualor any remedy which the Agent and/or any Lender now has or may hereafter have against any other Loan Party, under Section 509 any endorser or any guarantor of all or any part of the Bankruptcy Code Obligations, and any benefit of, and any right to participate in, any security or otherwise)collateral given to the Agent and/or any Lender to secure payment of the Obligations or any other liability of any Loan Party to the Agent and/or any Lender. Upon any Event of Default, reimbursementthe Agent may proceed directly and at once, contributionwithout notice, exoneration or similar right, or indemnityagainst any Loan Party to collect and recover the full amount, or any right portion of recourse the Obligations, without first proceeding against any other Loan Party or any other Person, or against any security or collateral for the Obligations. Each Loan Party consents and agrees that the Agent shall be under no obligation to security for marshal any assets in favor of any Loan Party or against or in payment of any or all of the Obligations.