Common use of Joint and Several Liability Clause in Contracts

Joint and Several Liability. Borrowers shall be liable for all Obligations due to Agent, Issuing Bank and Secured Parties under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit 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 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 (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, any Issuing Bank 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 Loans, Letters of Credit 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers shall be liable for all Obligations due to AgentJOINT ACCOUNT If more than one individual is establishing an account with LPL, Issuing Bank and Secured Parties under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit 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 persons establishing such Account under this Agreement shall be joint and several liability several. If this is a joint account, each of you signing the Account Application and Agreement (each a Borrower hereunder with respect “joint owner”) agrees that each joint owner shall have authority 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 (a) the validity or enforceabilitybuy, avoidance or subordination of the Obligations of the sell, and otherwise deal in, through LPL as a broker, securities and/or other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowersproperty, (b) to receive confirmations, statements and communications of every kind related to 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 sameAccount, (c) to receive and dispose of money, securities and/or other property in 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 GuarantorsAccount, (d) to make, terminate, or modify this Agreement and any other written agreement relating to the election of Agent in Account or waive any proceeding instituted under the Bankruptcy Code, of the application provisions of Section 1111(b)(2) of the Bankruptcy Codesuch agreements, and (e) generally to deal with LPL as if each of you alone was the disallowance of all or any portion sole owner of the claim(s) of Agent for the repayment of the Obligations of Account, all without notice to the other Borrowers and Guarantors under Section 502 joint owner(s). Each of you agrees that notice to any joint owner shall be deemed to be notice to all joint owners. LPL may follow the Bankruptcy Code, or (f) any other circumstances which might constitute a legal or equitable discharge or defense instructions of any obligor, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank 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 owners concerning the Account and several liability make delivery to any of a Borrower hereunder with respect the joint owners of any and all securities and/or other property in the Account, and make payments to Loansany of the joint owners, Letters of Credit any or other extensions all moneys in the Account as any of credit the joint owners may order and direct, even if such deliveries and/or payments shall be 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 one of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agentjoint owners personally. Upon any Event of Default and for so long as the same is continuing, 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 and Guarantor consents and agrees that Agent and Lenders LPL shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment inquire into the purpose of any or all such demand for such deliveries and/or payments. In the event of the Obligationsdeath of any of the joint owners, the surviving joint owner(s) shall immediately give LPL written notice thereof. The estate of any deceased joint owner shall be liable and each survivor will be liable, jointly and severally, to LPL for any debt or loss in the Account resulting from the completion of transactions initiated prior to LPL’s receipt of a written notice of such death or debt or loss incurred in the liquidation of the Account or the adjustment of the interests of the joint owners. LPL reserves the right to require written instructions from all Account holders, at its discretion.

Joint and Several Liability. Borrowers shall be liable for Where the Consultant comprises more than one person, the terms, conditions and warranties of this Panel Agreement and any Engagement will bind all Obligations due to Agent, Issuing Bank such persons jointly and Secured Parties under this Agreement, regardless each of which Borrower actually receives them severally. Where the Loans, Letters of Credit or other extensions of credit hereunder Consultant comprises more than one person or the amount Consultant is or would be otherwise jointly or severally liable to the Commonwealth with any other person (whether in contract, in tort for negligence or otherwise), each person comprising the Consultant: warrants that it will be responsible to the Commonwealth for the acts and omissions (including breaches of such Loans received contract) of the other person comprising the Consultant or the manner other person with whom the Consultant is or would be otherwise jointly and severally liable (Other Person) as if those acts and omissions were its own; for the purposes of subparagraph (i), warrants that it will: review all of the activities of the Other Person under or in connection with this Panel Agreement or the performance of Services (Other's Activities); and identify and rectify all errors or defects in or omissions from the Other's Activities or any other aspect of the Other's Activities which Agent accounts for such Loansis not in accordance with the relevant contractual requirements; unconditionally and irrevocably guarantees to the Commonwealth that the Other Person will discharge all of its liabilities to the Commonwealth arising out of or in connection with the Other's Activities (Other's Liabilities); unconditionally undertakes to pay to the Commonwealth on demand any amount demanded in writing by the Commonwealth on account of the Other's Liabilities to the extent that they have not been discharged by the Other Person; and as a separate, Letters of Credit additional and primary liability, unconditionally and irrevocably indemnifies the Commonwealth from and against all costs, expenses, losses and damages incurred or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrower, and suffered by the Obligations arising Commonwealth as a result of or in connection with: the joint and several liability of Other's Activities or the Other's Liabilities; or a Borrower hereunder, with respect to Loans and Letters of Credit 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 breach of the joint and several liability warranty in paragraph (b) or a failure by the person to perform any of a Borrower hereunder with respect to Loans, Letters of Credit or other extensions of credit made to its obligations under this clause 11.3. To the other Borrowers hereunder shall, to the fullest maximum 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, any Issuing Bank 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 Loansparty under paragraph (b)(iii), Letters of Credit 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s(iv) or Guarantors against (v) will not be affected by any act, omission, matter or thing that would otherwise operate in law or in payment of any equity to reduce or all of release the Obligationsparty from that liability.

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 or other Credit Extensions extended to or on behalf of any Borrower or requested by any Borrower shall be deemed to be Loans or Credit Extensions extended for or on behalf of each of the Borrowers, and each Borrower hereby authorizes each other Borrower to effectuate Loans and other Credit Extensions on its behalf. Notwithstanding anything to the contrary contained herein or elsewhere, no Borrower shall by virtue of the joint and several nature of its obligations under this Agreement and the other Loan Documents be liable for all any Obligations due to Agent, Issuing Bank and Secured Parties under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The that constitute Excluded Swap Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a such Borrower, and the Obligations arising as a result of . Each Borrower agrees that the joint and several liability of a Borrower hereunderthe Borrowers provided for in this Section 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 Loans and Letters of Credit 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 any of the joint and several liability of a Borrower hereunder Obligations, nor by any other agreements or arrangements whatsoever 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 (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or with any other person, each Borrower hereby waiving all notice of any promissory note such delay, extension, release, substitution, renewal, compromise or other document evidencing 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 part 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 of Obligations, the other BorrowersNotes, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor this Agreement or any other security thereforLoan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or the absence of insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other action to enforce the same, person or any collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (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 as defined in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2101(5) of the Bankruptcy Code, (e) the disallowance of all to which such Borrower is or any portion would be entitled by virtue of the claim(s) of Agent for the repayment provisions of the Obligations first paragraph of this Section 10.19 or the other Borrowers and Guarantors under Section 502 performance of the Bankruptcy Codesuch Borrower’s obligations thereunder including, or (f) any other circumstances which might constitute a legal or equitable discharge or defense of any obligorwithout limitation, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank 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 Loans, Letters of Credit 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(whether contractual, any endorser or any guarantor of all or any part under Section 509 of the ObligationsBankruptcy Code or otherwise), and any benefit ofreimbursement, and any right to participate incontribution, any security exoneration or collateral given to Agent. Upon any Event of Default and for so long as the same is continuingsimilar right, Agent may proceed directly and at once, without notice, against any Borrower or Guarantor to collect and recover the full amountindemnity, or any portion right of the Obligations, without first proceeding against the other Borrowers or recourse to security for any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. (a) All Borrowers shall be liable liable, on a joint and several basis, for all Obligations Obligations, including, without limitation, all amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this AgreementAgreement and the Other Documents, regardless of which Borrower actually receives the Loans, Letters of Credit Advances or other extensions proceeds of credit hereunder or the amount of such Loans received Obligations or the manner in which Agent accounts and Lenders account for such Loans, Letters of Credit Advances or other extensions of credit Obligations on its books and recordsrecords or for any other reason. The Obligations with respect to Loans and Letters of Credit or other extensions of credit 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 Loans and Letters of Credit or other extensions of credit 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 Loans, Letters of Credit Advances or other extensions of credit made to the other Borrowers hereunder Obligations shall, to the fullest extent permitted by law, be unconditional irrespective of (ai) 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, (bii) 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, any Guarantor 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, (civ) 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 Agent, Lenders or any other Person to take any steps to perfect and maintain its security interest Lien in, or to preserve its rights and maintain its security or collateral for the Obligations of the other Borrowers and GuarantorsBorrowers, (dvi) the election of Agent 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, (evii) the disallowance of all or any portion of the claim(s) of Agent Agent, Lenders or any other Person for the repayment of the Obligations of the other Borrowers and Guarantors 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 (fix) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, the other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrowers. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to LoansAdvances, Letters of Credit or other extensions of credit made to the other Borrowers hereunderObligations, each Borrower and Guarantor waives, until all of the Obligations shall have been paid Paid in full in immediately available funds and this Agreement shall have been terminatedFull, any right to enforce any right of subrogation or any remedy which Agent Agent, Lenders or any other Person now has or may hereafter have against Borrowers and GuarantorsBorrowers, 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 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 and Guarantor consents and agrees that Agent and none of Agent, Lenders or any other Person shall be under no any obligation to marshal any assets in favor of Borrower(s) Borrowers or Guarantors any other Person or against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers shall be liable for all Obligations amounts due to Agent, Issuing Bank Banks and Secured Parties Lenders under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit 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 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 (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 waiver, consent, extension, forbearance or granting of any indulgence by Agent 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 Guarantors and delivered to Agent, (d) 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, (de) the election of Agent in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (ef) 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 (fg) any other circumstances which might constitute a legal or equitable discharge or defense of any obligorObligor, other than the payment of the Obligations and the willful misconduct, bad faith misconduct or gross negligence of Agent, any Issuing Bank 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 Loans, Letters of Credit 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. The Co-Borrowers shall be liable for hereby acknowledge, covenant and agree that all Obligations due to AgentObligations, Issuing Bank liabilities and Secured Parties covenants made, incurred and undertaken by them under this AgreementAgreement and the other Loan Documents are on a joint and several basis, regardless of which Borrower actually receives the Loansincluding all obligations to pay principal, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loansinterest, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrowerfees, costs, and expenses. Each of the Obligations arising Co-Borrowers hereby agrees it will not exercise any rights of subrogation which it may at any time otherwise have as a result of this Agreement (whether contractual, under Section 509 of the joint and several liability of a Borrower hereunderU.S. Bankruptcy Code, with respect to Loans and Letters of Credit or other extensions of credit made otherwise) 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 claims of the joint and several liability of a Borrower hereunder with respect to LoansLenders or any Bank Product Provider against the Co-Borrowers, Letters of Credit any Guarantor or any 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 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, contribution 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, the Lenders or any Bank Product Provider now have or may hereafter have against any Other Party, any endorser or any other guarantor 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, Co-Borrowers 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, any Issuing Bank 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 Loans, Letters of Credit 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 or for the benefit of Default the Lenders and/or the Bank Product Providers to secure payment of the Obligations of the Co-Borrowers and for so long the Guarantors until such time as the same is continuing, Agent may proceed directly Obligations (other than contingent indemnification obligations) shall have been paid in full 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the ObligationsCommitments have been terminated.

Joint and Several Liability. Each of the Borrowers shall be jointly and severally liable with the other Borrowers for all Obligations due to Agent, Issuing Bank the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and Secured Parties is jointly and severally liable under this Agreement, regardless Agreement and the other Loan Documents. Any payment made by a Borrower in respect of which Borrower actually receives the Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or other extensions on behalf of credit made any Borrower shall be deemed to a Borrowerbe 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, and 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 Obligations arising as a result of Borrowers. Each Borrower agrees that the joint and several liability of a Borrower hereunderthe 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 Loans and Letters of Credit 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 any of the joint and several liability of a Borrower hereunder Obligations, nor by any other agreements or arrangements whatsoever 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 (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or with any other Person, each Borrower hereby waiving all notice of any promissory note such delay, extension, release, substitution, renewal, compromise or other document evidencing 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 part 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 of Obligations, the other BorrowersNotes, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor this Agreement or any other security thereforLoan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or the absence of insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other action to enforce the same, person or any Collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (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 as defined in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2101(5) of the Bankruptcy Code, (e) the disallowance of all to which such Borrower is or any portion would be entitled by virtue of the claim(s) of Agent for the repayment provisions of the Obligations first paragraph of this Section 11.14 or the other Borrowers and Guarantors under Section 502 performance 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, any Issuing Bank 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 such Borrower’s obligations thereunder with respect to Loans, Letters of Credit 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(whether contractual, any endorser or any guarantor of all or any part under Section 509 of the ObligationsBankruptcy Code or otherwise), and any benefit ofreimbursement, and any right to participate incontribution, any security exoneration or collateral given to Agent. Upon any Event of Default and for so long as the same is continuingsimilar right, Agent may proceed directly and at once, without notice, against any Borrower or Guarantor to collect and recover the full amountindemnity, or any portion right of the Obligations, without first proceeding against the other Borrowers or recourse to security for any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers Each Borrower shall be jointly and severally liable for all Obligations amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this AgreementAgreement and the other Financing Agreements, regardless of which Borrower actually receives received the Loans, Letters of Credit or other extensions of credit Loans hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans, Letters of Credit Loans or other extensions of credit on its books and records. All references herein or in any of 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. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunderBorrower, shall be 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, Letters of Credit Loans or other extensions of credit made to the other Borrowers hereunder 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 Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the other BorrowersBorrower, (b) the absence of any attempt to collect the Obligations from the other BorrowersBorrower, any Guarantor 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 Agent or any 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 Agent or any Lender, (d) the failure by Agent or any 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 Borrowers and GuarantorsBorrower, (de) the election of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (ef) the disallowance of all or any portion of the claim(s) of Agent or any Lender for the repayment of the Obligations of the other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fg) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment an Obligor or of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionother Borrower. 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 Loans or other extensions of credit made to the other Borrowers Borrower 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 or any Lender now has or may hereafter have against Borrowers and Guarantors, any endorser Borrower or any guarantor of all or any part of the Obligations, Obligor and any benefit of, and any right to participate in, any security or collateral given to AgentAgent or any Lender. Upon At any time an Event of Default exists or has occurred and for so long as the same is continuing, 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 Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) any Borrower or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers shall 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 liable for all Obligations due to provided by the Administrative Agent, the Collateral Agents, the Issuing Bank Banks and Secured Parties the Lenders under this Agreement, regardless for the mutual benefit, directly and indirectly, of which each U.S. Co-Borrower actually receives the Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner and in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrower, and the Obligations arising as a result consideration of the undertakings of the other U.S. Co-Borrower to accept joint and several liability of a Borrower hereunder, with respect to Loans and Letters of Credit 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 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 (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 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 Borrowers U.S. Co-Borrower, with respect to the payment and Guarantors, (d) the election performance of Agent in any proceeding instituted under the Bankruptcy Code, all of the application of Obligations (including any Obligations arising under this Section 1111(b)(2) 2.22), it being the intention of the Bankruptcy Code, (e) the disallowance of parties hereto that all or any portion of the claim(s) of Agent for the repayment of the Obligations of the other U.S. Co-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, any Issuing Bank 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 shall be the joint and several liability obligations of a each U.S. Co-Borrower hereunder without preferences or distinction among them. If and to the extent that any U.S. Co-Borrower shall fail to make any payment with respect to Loansany of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, Letters then in each such event the other U.S. Co-Borrower will make such payment with respect to, or perform, such Obligation. The Obligations of Credit or other extensions each U.S. Co-Borrower under the provisions of credit made 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 other Borrowers hereunderfull extent of its properties and assets, each Borrower and Guarantor waivesirrespective of the validity, until the Obligations shall have been paid in full in immediately available funds and regularity or enforceability of 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, 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, circumstances whatsoever. Nothing contained in this Section 2.22 shall effect the obligations of any U.S. Co-Borrower or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be other Loan Party under no obligation to marshal any assets in favor other provision of Borrower(sthis Agreement (including Article X hereof) or Guarantors against or in payment of any or all of the Obligationsother Loan Document.

Joint and Several Liability. Borrowers shall Each of the Issuers is accepting joint and several liability hereunder in consideration of the financial accommodation to be liable for all Obligations due to Agent, Issuing Bank and Secured Parties provided by the Purchasers under this Agreement, regardless for the mutual benefit, directly and indirectly, of which Borrower actually receives each of the LoansIssuers and in consideration of the undertakings of each of the Issuers to accept joint and several liability for the obligations of each of them. Each of the Issuers jointly and severally hereby irrevocably and unconditionally accepts, Letters of Credit or not merely as a surety, but also as a co-debtor, joint and several liability with the other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations Issuers with respect to Loans the payment and Letters performance of Credit or other extensions all of credit made to a Borrower, and the Obligations arising as a result under this Agreement and the other Loan Documents, it being the intention of the parties hereto that all the Obligations shall be the joint and several liability obligations of a Borrower hereunder, each of the Issuers without preferences or distinction among them. If and to the extent that any of the Issuers shall fail to make any payment with respect to Loans and Letters of Credit 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 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 (a) the validity or enforceability, avoidance or subordination any of the Obligations of the other Borrowers as and when due or of to perform any promissory note or other document evidencing all or any part of the Obligations in accordance with the terms thereof, then in each such event, the other Issuers will make such payment with respect to, or perform, such Obligation. Each of the Issuers further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the other BorrowersIssuers for amounts so paid under this Agreement until such time as the Purchasers have been indefeasibly paid in full and all Obligations under this Agreement have been terminated. The obligations of each Issuer under the provisions of this Section 1.4 constitute full recourse obligations of such Issuer, (b) enforceable against it to the absence full extent of its properties and assets. The provisions of this Section 1.4 are made for the benefit of the Purchasers and their successors and assigns, and may be enforced by them from time to time against any of the Issuers as often as occasion therefor may arise and without requirement on the part of any attempt of the Purchasers first to collect the Obligations from marshal any of its claims or to exercise any of its rights against the other Borrowers, Issuers or to exhaust any Guarantor remedies available to it against the other Issuers or to resort to any other security therefor, source or the absence means of obtaining payment 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, hereunder or (f) to elect any other circumstances which might constitute a legal or equitable discharge or defense remedy. The provisions of any obligor, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank 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 Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder, each Borrower and Guarantor waives, this Section 1.4 shall remain in effect until all the Obligations shall have been indefeasibly paid in full in immediately available funds and this Agreement shall have been terminatedor otherwise fully satisfied. If at any time, any right to enforce any right of subrogation or any remedy which Agent now has or may hereafter have against Borrowers and Guarantorspayment, any endorser or any guarantor of all or any part thereof, made in respect of any of the ObligationsObligations is rescinded or must otherwise be restored or returned by the Purchasers upon the insolvency, bankruptcy or reorganization of any of the Issuers, or otherwise, the provisions of this Section 1.4 will forthwith be reinstated and in effect as though such payment had not been made. Notwithstanding any benefit ofprovision to the contrary contained herein or in any of the other Loan Documents, and to the extent the Obligations of any right of the Issuers shall be adjudicated to participate in, be invalid or unenforceable for any security or collateral given to Agent. Upon any Event of Default and for so long as the same is continuing, Agent may proceed directly and at oncereason (including, without noticelimitation, against because of any Borrower applicable Laws relating to fraudulent conveyances or Guarantor to collect and recover transfers) then the full amount, or any portion Obligations 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 and Guarantor consents and agrees that Agent and Lenders such Issuer hereunder shall be limited to the maximum amount that is permissible under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligationsapplicable Law.

Joint and Several Liability. The Borrowers shall be jointly and severally liable for all Obligations due to Agent, Issuing Bank and the Secured Parties under this Agreement, regardless of which Borrower actually receives the any Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans or Letters of Credit received or the manner in which Administrative Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to the Loans and Letters of Credit 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 Loans and Letters of Credit 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 the Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to the 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 (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 other Loan Party or any other security therefor, or the absence of any other action to enforce the same, (c) the failure by Administrative 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 Guarantorsthe other Loan Parties, (d) the election of Administrative Agent or any other Secured Party in any proceeding instituted under the Bankruptcy Codeany bankruptcy, insolvency or other Debtor Relief Law or of the application of Section 1111(b)(2) of the Bankruptcy CodeCode of the United States, (e) the disallowance of all or any portion of the claim(s) of Agent the Secured Parties for the repayment of the Obligations of the other Borrowers and Guarantors other Loan Parties under Section 502 of the Bankruptcy CodeCode of the United States, 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, any Issuing Bank 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 Loans, Letters of Credit 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 the Secured Parties now has have or may hereafter have against the Borrowers and Guarantorsthe other Loan Parties, 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 Agentthe Secured Parties. Upon any Event of Default and for so long as the same is continuing, Administrative Agent may proceed directly and at once, without notice, against any Borrower or any 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 and Guarantor consents and agrees that Administrative Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) any Borrower or Guarantors any other Loan Party against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers The Loan Parties shall be liable for all Obligations amounts due to Agent, Issuing Bank and Secured Parties the Agent and/or any Lender under this Agreement, regardless of which Borrower Loan Party actually receives the Loans, Letters of Credit Loans or other extensions of credit hereunder (including the issuance of Letters of Credit for the account of the Borrower) or the 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, Letters of Credit Loans or other extensions of credit on its books and records. The Borrower's Obligations with respect to Loans made to it and Letters of Credit or other extensions of credit made to a Borrowerissued for its account, and the each Loan Party's Obligations arising as a result of the joint and several liability of a Borrower the Loan Parties hereunder, with respect to Loans made to the Borrower and Letters of Credit or other extensions issued for the account of credit made to the other Borrowers Borrower hereunder, shall be separate and distinct obligationsObligations, but all such Obligations shall be primary obligations Obligations of all Borrowerseach Loan Party. The Each Loan Party's Obligations arising as a result of the joint and several liability of a Borrower the Loan Parties hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to the other Borrowers 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 (ai) the validity or enforceability, avoidance or subordination of the Obligations of any or all of the other Borrowers Loan Parties or of any promissory note or other document evidencing all or any part of the Obligations of the any or all other BorrowersLoan Parties, (bii) the absence of any attempt to collect the Obligations from any or all of the other BorrowersLoan Parties, any Guarantor or any other security therefor, or the absence of any other action to enforce the same, (ciii) 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 or all of the other Loan Parties, or any part thereof; or any other agreement now or hereafter executed by any or all of the other Loan Parties and delivered to 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 and maintain its to, any security or collateral for the Obligations of any or all of the other Borrowers and GuarantorsLoan Parties, (dv) the election of Agent 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, (evi) the disallowance any borrowing or grant of a security interest by any or all or any portion of the claim(s) of Agent for the repayment of the Obligations of the other Borrowers and Guarantors Loan Parties, as debtors-in-possession under Section 502 364 of the Bankruptcy Code, or (fvii) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment or all of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionother Loan Parties. With respect to the Loan Parties' Obligations arising as a result of the joint and several liability of a Borrower the Loan Parties hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to or for the other Borrowers hereunderaccount of the Borrower hereunder (including the issuance of Letters of Credit for the account of the Borrower), each Borrower and Guarantor Loan Party 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 the Agent and/or any Lender now has or may hereafter have against Borrowers and Guarantorsany 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 Agentthe 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 and for so long as (but subject to any applicable notice requirements set forth in Section 11.2(a)), the same is continuing, Agent may proceed directly and at once, without notice, against any Borrower or Guarantor Loan Party to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the any other Borrowers Loan Party or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor Loan Party consents and agrees that the Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) any Loan Party or Guarantors 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 Agreement to deliver and receive all notices and written notices on behalf of such 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 claims, obligations or duties that such Persons may otherwise have been deemed to possess absent the designation and appointment set forth in the preceding sentence.

Joint and Several Liability. Borrowers Each Borrower shall be jointly and severally liable for all Obligations amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this AgreementAgreement and the other Financing Agreements, regardless of which Borrower actually receives the Loans, Letters Loans or Letter of Credit or other extensions of credit Accommodations hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans, Letters Letter of Credit Accommodations or other extensions of credit on its books and records. All references herein or in any of 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. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunderBorrower, shall be 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, Letters Letter of Credit Accommodations or other extensions of credit made to the other Borrowers hereunder 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 Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the other BorrowersBorrower, (b) the absence of any attempt to collect the Obligations from the other BorrowersBorrower, any Guarantor 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 Agent or any 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 Agent or any Lender, (d) the failure by Agent or any 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 Borrowers and GuarantorsBorrower, (de) the election of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (ef) the disallowance of all or any portion of the claim(s) of Agent or any Lender for the repayment of the Obligations of the other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fg) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment an Obligor or of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionother Borrower. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letters Letter of Credit Accommodations or other extensions of credit made to the other Borrowers Borrower 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 or any Lender now has or may hereafter have against Borrowers and Guarantors, any endorser Borrower or any guarantor of all or any part of the Obligations, Obligor and any benefit of, and any right to participate in, any security or collateral given to AgentAgent or any Lender. Upon At any time an Event of Default exists or has occurred and for so long as the same is continuing, 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 Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) any Borrower or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers Each Borrower shall be jointly and severally liable for all Obligations amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this AgreementAgreement and the other Financing Agreements, regardless of which Borrower actually receives the Loans, Letters Loans or Letter of Credit or other extensions of credit Accommodations hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans, Letters Letter of Credit Accommodations or other extensions of credit on its books and records. All references herein or in any of 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. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunderBorrower, shall be 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, Letters Letter of Credit Accommodations or other extensions of credit made to the other Borrowers hereunder 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 Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the other BorrowersBorrower, (b) the absence of any attempt to collect the Obligations from the other BorrowersBorrower, any Guarantor 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 Agent or any 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 Agent or any Lender, (d) the failure by Agent or any 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 Borrowers and GuarantorsBorrower, (de) the election of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (ef) the disallowance of all or any portion of the claim(s) of Agent or any Lender for the repayment of the Obligations of the other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fg) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment an Obligor or of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionother Borrower. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letters Letter of Credit Accommodations or other extensions of credit made to the other Borrowers Borrower 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 or any Lender now has or may hereafter have against Borrowers and Guarantors, any endorser Borrower or any guarantor of all or any part of the Obligations, Obligor and any benefit of, and any right to participate in, any security or collateral given to AgentAgent or any Lender. Upon At any time an Event of Default exists or has occurred and for so long as the same is continuing, 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 Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal xxxxxxxx any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers shall Each of the Issuers is accepting joint and several liability hereunder in consideration of the financial accommodation to be liable for all Obligations due to Agent, Issuing Bank and Secured Parties provided by the Purchasers under this Agreement, regardless for the mutual benefit, directly and indirectly, of which Borrower actually receives each of the LoansIssuers and in consideration of the undertakings of each of the Issuers to accept joint and several liability for the obligations of each of them. Each of the Issuers jointly and severally hereby irrevocably and unconditionally accepts, Letters of Credit or not merely as a surety, but also as a co-debtor, joint and several liability with the other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations Issuers with respect to Loans the payment and Letters performance of Credit or other extensions all of credit made to a Borrower, and the Obligations arising as a result under this Agreement and the other Loan Documents, it being the intention of the parties hereto that all the Obligations shall be the joint and several liability obligations of a Borrower hereunder, each of the Issuers without preferences or distinction among them. If and to the extent that any of the Issuers shall fail to make any payment with respect to Loans and Letters of Credit 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 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 (a) the validity or enforceability, avoidance or subordination any of the Obligations of the other Borrowers as and when due or of to perform any promissory note or other document evidencing all or any part of the Obligations in accordance with the terms thereof, then in each such event, the other Issuers will make such payment with respect to, or perform, such Obligation. Each of the Issuers further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the other BorrowersIssuers for amounts so paid under this Agreement until such time as the Purchasers have been indefeasibly paid in full and all Obligations under this Agreement have been terminated. The obligations of each Issuer under the provisions of this Section 1.4 constitute full recourse obligations of such Issuer, (b) enforceable against it to the absence full extent of its properties and assets. The provisions of this Section 1.4 are made for the benefit of the Purchasers and their successors and assigns, and may be enforced by them from time to time against any of the Issuers as often as occasion therefor may arise and without requirement on the part of any attempt of the Purchasers first to collect the Obligations from marshal any of its claims or to exercise any of its rights against the other Borrowers, Issuers or to exhaust any Guarantor remedies available to it against the other Issuers or to resort to any other security therefor, source or the absence means of obtaining payment 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, hereunder or (f) to elect any other circumstances which might constitute a legal or equitable discharge or defense remedy. The provisions of any obligor, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank 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 Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder, each Borrower and Guarantor waives, this Section 1.4 shall remain in effect until all the Obligations shall have been indefeasibly paid in full in immediately available funds and this Agreement shall have been terminatedor otherwise fully satisfied. If at any time, any right to enforce any right of subrogation or any remedy which Agent now has or may hereafter have against Borrowers and Guarantorspayment, any endorser or any guarantor of all or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by the Purchasers upon the insolvency, bankruptcy or reorganization of any of the Issuers, or otherwise, the provisions of this Section 1.4 will forthwith be reinstated and in effect as though such payment had not been made. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the Obligations of any of the Issuers shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable Laws relating to fraudulent conveyances or transfers) then the Obligations of such Issuer hereunder shall be limited to the maximum amount that is permissible under applicable Law. To the extent that any Loan Party is deemed to be a surety or guarantor of any other Loan Party, each such Loan Party hereby waives and all defenses to suretyship and guarantee which may be available to it under applicable law (other than payment in full 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations).

Joint and Several Liability. Borrowers (a) The liability and obligations of each Borrower for payment and performance of the Obligations to the Administrative Agent and the Lenders under this Agreement or under any of the Loan Documents to which any Borrower is a party shall be liable for all Obligations due joint and several. Such joint and several liability of each Borrower shall to Agent, Issuing Bank the fullest extent permitted by law remain and Secured Parties under this Agreement, exist regardless of which whether a Borrower actually receives the Loans, Letters of Credit loans or other extensions of credit hereunder or the amount of such Loans loans received or the manner in which Agent accounts Lenders account for such Loans, Letters of Credit loans or other extensions of credit on its books and records. The Each Borrower’s Obligations with respect to Loans and Letters of Credit or other extensions of credit loans made to a Borrowerit and related fees, costs and expenses, and the each Borrower’s Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder, with respect to Loans and Letters of Credit or other extensions of credit loans made to the other Borrowers hereunderhereunder together with the related fees, costs and expenses, shall be separate and distinct obligationsObligations, but all such of which are primary Obligations shall be primary obligations of all Borrowerseach Borrower. The Each Borrower’s Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit loans or other extensions of credit made to the other Borrowers Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (ai) the validity or validity, enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or of any part of the Obligations of the other Borrowers, (bii) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (ciii) the waiver, consent, extension, forbearance or granting of any indulgence by Administrative Agent or Lenders with respect to any provision 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 the Administrative Agent or the Lenders, (iv) the failure by the Administrative Agent or the Lenders to take any steps to perfect and maintain its their security interest in, or to preserve its rights and maintain its to, any security or collateral for the Obligations of the other Borrowers and GuarantorsBorrowers, (dv) the election of Agent Administrative Agent’s or any Lender’s election, in any proceeding instituted under the U.S. Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (evi) 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 the claim(s) of Agent Administrative Agent’s or Lenders’ claims for the repayment of the Obligations of the any other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fviii) any other circumstances circumstance which might constitute a legal or equitable discharge or defense of a guarantor of any obligorother Borrower, other than the indefeasible payment in full of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionsuch Obligations. With respect to the each Borrower’s Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit loans or other extensions of credit made to the any other Borrowers Borrower hereunder, each such Borrower and Guarantor waives, until the Obligations shall have been paid in full in immediately available funds and this Agreement shall have been terminatedterminated in accordance with its terms, any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against Borrowers and Guarantorssuch 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 Agent. Upon any Event of Default and for so long as the same is continuing, Administrative Agent may proceed directly and at once, without notice, against any Borrower or Guarantor to collect and recover the full amount, or any portion Lender to secure payment of the Obligations, without first proceeding against the other Borrowers Obligations or any other Personliability of a Borrower to the Administrative Agent or any Lender, whether any such right arises by way of suretyship or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligationsotherwise.

Joint and Several Liability. Borrowers shall be liable for all Obligations amounts due to Agent, Issuing Bank and Secured Parties Lender under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent Lender accounts for such Loans, Letters Letter of Credit Accommodations or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunder, shall be 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, Letters Letter of Credit Accommodations 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 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 Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Lender, (d) the failure by Agent 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 Borrowers and GuarantorsBorrowers, (de) the election of Agent Lender in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (ef) the disallowance of all or any portion of the claim(s) of Agent Lender for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Code, or (fg) any other circumstances which might constitute a legal or equitable discharge or defense of any obligora Guarantor or of the other Borrowers, other than the payment of the Obligations and the willful wilful misconduct, gross negligence or bad faith or gross negligence of Agent, any Issuing Bank or Lenders 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, Letters Letter of Credit Accommodations 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 Lender now has or may hereafter have against Borrowers and GuarantorsBorrowers, 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 AgentLender. Upon any Event of Default and for so long as the same is continuing, Agent Lender 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 and Guarantor consents and agrees that Agent and Lenders Lender shall be under no obligation to marshal any marsxxxx xxx assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers shall be liable for all Obligations due to Agent, Issuing Bank Agent and Secured Parties under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit Term Loan or other extensions of credit hereunder or the amount of such Loans the Term Loan received or the manner in which Agent accounts for such Loans, Letters of Credit the Term Loan or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit 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 Loans, Letters of Credit 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, any Issuing Bank 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 Loans, Letters of Credit 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. All Borrowers shall be jointly and severally liable for all Obligations amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this AgreementAgreement and the other Financing Agreements, regardless of which Borrower actually receives the Loans, Letters Loans or Letter of Credit or other extensions of credit Accommodations hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans, Letters Letter of Credit Accommodations or other extensions of credit on its books and records. All references herein or in any of 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. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunderBorrowers, shall be 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, Letters Letter of Credit Accommodations 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 40 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 waiver, consent, extension, forbearance or granting of any indulgence by Agent or any Lender 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 any Lender, (d) the failure by Agent or any 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 Borrowers and GuarantorsBorrowers, (de) the election of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (ef) the disallowance of all or any portion of the claim(s) of Agent or any Lender for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Code, or (fg) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, a Guarantor or of the other Borrowers other than to the payment extent of the Obligations and the willful misconduct, bad faith or gross negligence or wilful misconduct of Agent, any Issuing Bank Agent or Lenders a Lender as determined pursuant to a final, 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, Letters Letter of Credit Accommodations 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 or any Lender now has or may hereafter have against Borrowers and Guarantors, any endorser Borrower or any guarantor of all or any part of the Obligations, Guarantor and any benefit of, and any right to participate in, any security or collateral given to AgentAgent or any Lender. Upon any Event of Default Default, and for so long as the same such Event of Default is continuing, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal xxxxxxxx any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers shall be liable for Where the Consultant comprises more than one person, the terms, conditions and warranties of this Panel Agreement and any Engagement will bind all Obligations due to Agent, Issuing Bank such persons jointly and Secured Parties under this Agreement, regardless each of which Borrower actually receives them severally. Where the Loans, Letters of Credit or other extensions of credit hereunder Consultant comprises more than one person or the amount Consultant is or would be otherwise jointly or severally liable to the Commonwealth with any other person (whether in contract, in tort for negligence or otherwise), each person comprising the Consultant: warrants that it will be responsible to the Commonwealth for the acts and omissions (including breaches of such Loans received contract) of each other person comprising the Consultant or each other person with whom the Consultant is or would be otherwise jointly and severally liable (Other Person) as if those acts and omissions were its own; for the purposes of subparagraph (i), warrants that it will: review all of the activities of the Other Person under or in connection with this Panel Agreement or the manner performance of Services (Other's Activities); and identify and rectify all errors or defects in or omissions from the Other's Activities or any other aspect of the Other's Activities which Agent accounts for such Loansis not in accordance with the relevant contractual requirements; unconditionally and irrevocably guarantees to the Commonwealth that the Other Person will discharge all of its liabilities to the Commonwealth arising out of or in connection with the Other's Activities (Other's Liabilities); unconditionally undertakes to pay to the Commonwealth on demand any amount demanded in writing by the Commonwealth on account of the Other's Liabilities to the extent that they have not been discharged by the Other Person; and as a separate, Letters of Credit additional and primary liability, unconditionally and irrevocably indemnifies the Commonwealth from and against all costs, expenses, losses and damages incurred or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrower, and suffered by the Obligations arising Commonwealth as a result of or in connection with: the joint and several liability of Other's Activities or the Other's Liabilities; or a Borrower hereunder, with respect to Loans and Letters of Credit 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 breach of the joint and several liability warranty in paragraph (b) or a failure by the person to perform any of a Borrower hereunder with respect to Loans, Letters of Credit or other extensions of credit made to its obligations under this clause 11.3. To the other Borrowers hereunder shall, to the fullest maximum 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, any Issuing Bank 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 Loansparty under paragraph (iii), Letters of Credit 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s(iv) or Guarantors against (v) will not be affected by any act, omission, matter or thing that would otherwise operate in law or in payment of any equity to reduce or all of release the Obligationsparty from that liability.

Joint and Several Liability. All Borrowers shall be liable for all Obligations amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this Agreement, regardless of which Borrower actually receives the Loans, Advances or Letters of Credit or other extensions of credit hereunder or the amount of such Loans Advances received or the manner in which Agent accounts and Lenders account for such LoansAdvances, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit 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 Loans and Letters of Credit or other extensions of credit 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 LoansAdvances, 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, any Guarantor 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 and GuarantorsBorrowers, (de) 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, (ef) 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 and Guarantors under Section 502 of the Bankruptcy Code, or (fg) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, the other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrowers. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to LoansAdvances, Letters of Credit 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 or Lenders now has or may hereafter have against Borrowers and GuarantorsBorrowers, 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 AgentAgent 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 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers Each Guarantor further agrees that its obligations and liabilities for the prompt and punctual payment, performance and satisfaction or purchase of all of Borrower’s Secured Liabilities shall be liable for all Obligations due on a “joint and several” basis with Borrower, subject to Agent, Issuing Bank and Secured Parties Subsection 1(c). In the event that there is more than one guarantor under this Agreement, regardless or in the event that there are other guarantors, endorsers, or sureties of which Borrower actually receives the Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit 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 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 (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 portion of Borrower’s Secured Liabilities, each Guarantor’s obligations and liabilities hereunder shall be on a “joint and several” basis along with such other guarantor or guarantors, endorsers and/or sureties, subject to Subsection 1(c). The obligations of each Guarantor contained in this Agreement shall be absolute and unconditional without regard to the validity, legality, regularity or enforceability of the Obligations Secured Liabilities, or any instrument evidencing, securing or relating to the Secured Liabilities, and shall not be reduced or affected in any way by any action which may in any manner or to any extent vary the risks of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor or any other security thereforGuarantor, or which might otherwise constitute a legal or equitable discharge of the absence Guarantor. It is the purpose and intent of the Guarantor and the Secured Parties that this Agreement and the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment and performance as herein provided, and that this Agreement be construed as a payment guaranty and not as a guaranty of collection and each Guarantor’s liability under this Agreement shall be primary, and not secondary. Additionally, subject to Subsection 1(c), each Guarantor, in furtherance of the foregoing and not in limitation of any other action right which any of the Secured Parties may have against the Guarantor by virtue hereof, hereby guarantees jointly and severally, absolutely and unconditionally, the payment of any and all Secured Liabilities to enforce the same, Secured Parties whether or not due or payable by the Borrower upon the occurrence in respect of the Borrower of any of the events specified in Subsections (cg) or (h) of Section 8.1 of 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 Loan Agreement (including amounts that would become due but for the Obligations operation of the other Borrowers and Guarantors, (d) the election of Agent in any proceeding instituted automatic stay under the Bankruptcy Code, of the application of Section 1111(b)(2362(a) 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, any Issuing Bank 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 Loans, Letters of Credit 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations11 U.S.C. 362(a)).

Joint and Several Liability. All Loans, upon funding, shall be deemed to be jointly funded to and received by the Borrowers. Each Borrower 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 records. Each Borrower shall be liable for all Obligations amounts due to Agent, Issuing Bank and Secured Parties an Agent and/or any Lender from the Borrowers under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit 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, Letters of Credit Loans or other extensions of credit on its books and records. The Each Borrower’s Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrowerit, and the such Borrower’s Obligations arising as a result of the joint and several liability of a such Borrower hereunder, hereunder with respect to Loans made to, and Letters of Credit or other extensions of credit made to issued for the account of, the other Borrowers hereunder, hereunder shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowerssuch Borrower. The Obligations arising as a result of 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 Borrower hereunder with respect condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to Loans, Letters be extended under the Credit Documents to any or all of Credit the other Borrowers and is not required or other given as a condition of extensions of credit made to the other Borrowers hereunder such Borrower. Each Borrower’s Obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (ai) the validity or enforceability, avoidance avoidance, or subordination of the Obligations of the any other Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the any other BorrowersBorrower, (bii) the absence of any attempt to collect the Obligations from the any other BorrowersBorrower, any Guarantor or any other security therefor, or the absence of any other action to enforce the same, (ciii) 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 executed as of the Closing 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 and maintain its to, any security or collateral for the Obligations of the any other Borrowers and GuarantorsBorrower, (dv) the election of Agent 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, (evi) 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 the an Agent’s and/or any Lender’s claim(s) of Agent for the repayment of the Obligations of the any other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fviii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any obligor, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrower. With respect to the any Borrower’s Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit any Loans or other extensions of credit made to any of the other Borrowers hereunder, each such 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 an Agent now has and/or any Lender had as of the Closing Date or may hereafter have thereafter against Borrowers and Guarantorsany 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 Agentan Agent and/or any Lender to secure payment of the Obligations or any other liability of any Borrower to an Agent and/or any Lender. Upon any Event of Default and for so long as Default, the same is continuing, Agent Agents 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 any other Borrowers Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders the Agents shall be under no obligation to marshal any assets in favor of Borrower(s) any Borrower or Guarantors against or in payment of any or all of the Obligations. Notwithstanding anything to the contrary in the foregoing, none of the foregoing provisions of this Section 13.21 shall apply to any Person released from its Obligations as a Borrower in accordance herewith.

Joint and Several Liability. Each of the Borrowers acknowledges and agrees that (i) it is a co-borrower hereunder and shall be jointly and severally, with the other Borrowers, directly and primarily liable to the Agent and the Lenders for all the Secured Obligations due to Agent, Issuing Bank and Secured Parties under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit Advances or other extensions of credit hereunder or the amount of such Loans Advances received or the manner in which the Agent and/or such Lender accounts for such Loans, Letters of Credit Advances or other extensions of credit on its books and records, (ii) each of the Secured Obligations shall be secured by all of the Collateral, (iii) each of the Borrowers shall have the obligations of co-maker and shall be primary obligors with respect to the Revolving Credit Loans, the Notes, and the other Secured Obligations, it being agreed that the Advances to each Borrower inure to the benefit of all Borrowers, and (iv) the Agent and the Lenders are relying on such joint and several liability of the Borrowers as co-makers in extending the Revolving Credit Loans hereunder. The Each Borrower's Secured Obligations with respect to Loans and Letters of Credit or other extensions of credit Advances made to a Borrowerit, and the each Borrower's Secured Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder, with respect to Loans and Letters of Credit or other extensions of credit Advances made to the other Borrowers hereunder, shall be separate and distinct obligations, but all such Secured Obligations shall be primary obligations of all Borrowerseach Borrower. The Obligations arising as a result Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of the joint and several liability of a Borrower hereunder with respect to Loansany principal of, Letters of or interest on, any Revolving Credit Loans or other extensions of credit made Secured Obligation payable by it 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 Agent or any part of the Obligations of the other BorrowersLender, (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 it will forthwith pay the same, (c) without notice of demand. Notwithstanding anything to the failure contrary contained in this Agreement, the Agent shall be entitled to rely upon any telephonic request for Advances received by Agent to take it from 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 Borrower on behalf 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 CodeBorrowers, or (f) shall be entitled to rely upon any other circumstances which might constitute a legal request, notice or equitable discharge or defense other communication received by it from any Borrower on behalf of all Borrowers, and shall be entitled to treat its giving of any obligor, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined notice hereunder pursuant to a final, non-appealable order of a court of competent jurisdiction. With respect Section 15.1 hereof as notice to the Obligations arising as a result of the joint each 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 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the ObligationsBorrowers.

Joint and Several Liability. Borrowers Each Borrower shall be jointly and severally liable for all Obligations amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this AgreementAgreement and the other Financing Agreements, regardless of which Borrower actually receives the Loans, Letters Loans or Letter of Credit or other extensions of credit Accommodations hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans, Letters Letter of Credit Accommodations or other extensions of credit on its books and records. All references herein or in any of 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. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunderBorrower, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowerseach Borrower. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letters Letter of Credit Accommodations or other extensions of credit made to the other Borrowers hereunder 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 Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the other BorrowersBorrower, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor 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 Agent or any 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 Agent or any Lender, (d) the failure by Agent or any 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 Borrowers and GuarantorsBorrower, (de) the election of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (ef) the disallowance of all or any portion of the claim(s) of Agent or any Lender for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Code, or (fg) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, the other Borrower other than to the payment extent of the Obligations and the willful misconduct, bad faith or gross negligence or willful misconduct of Agent, any Issuing Bank Agent or Lenders a Lender as determined pursuant to a final, 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, Letters Letter of Credit Accommodations or other extensions of credit made to the other Borrowers Borrower 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 or any Lender now has or may hereafter have against Borrowers and Guarantors, any endorser or any guarantor of all or any part of the Obligations, Borrower and any benefit of, and any right to participate in, any security or collateral given to AgentAgent or any Lender. Upon any Event of Default Default, and for so long as the same such Event of Default is continuing, 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 Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal xxxxxxxx any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. All Loans, upon funding, shall be deemed to be jointly funded to and received by the Borrowers. Each Borrower 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 Obligations amounts due to Agent, Issuing Bank and Secured Parties an Agent and/or any Lender from the Borrowers under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit Loans or other extensions of credit 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, Letters of Credit Loans or other extensions of credit Credit Extensions on its books and records. The Each Borrower’s Obligations with respect to Loans and Letters of other Credit or other extensions of credit Extensions made to a Borrowerit, and the such Borrower’s Obligations arising as a result of the joint and several liability of a such Borrower hereunder, hereunder with respect to Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunder, hereunder shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowerssuch Borrower. The Obligations arising as a result of 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 Borrower hereunder with respect condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to Loans, Letters be extended under the Loan Documents to any or all of Credit or other extensions of credit made to the other Borrowers hereunder and is not required or given as a condition of Credit Extensions to such Borrower. Each Borrower’s Obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (ai) the release of any other Borrower pursuant to Section 9.11 or the validity or enforceability, avoidance avoidance, or subordination of the Obligations of the any other Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the any other BorrowersBorrower, (bii) the absence of any attempt to collect the Obligations from the any other BorrowersBorrower, any Guarantor or any other security therefor, or the absence of any other action to enforce the same, (ciii) 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 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 and maintain its to, any security or collateral for the Obligations of the any other Borrowers and GuarantorsBorrower, (dv) the election of Agent 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, (evi) 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 the an Agent’s and/or any Lender’s claim(s) of Agent for the repayment of the Obligations of the any other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fviii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any obligor, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrower. With respect to the any Borrower’s Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit Credit Extensions made to any of the other Borrowers hereunder, each such 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 an Agent and/or any Lender now has or may hereafter have against Borrowers and Guarantorsany 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 Agentan Agent and/or any Lender to secure payment of the Obligations or any other liability of any Borrower to an Agent and/or any Lender. Upon any Event of Default and for so long as Default, the same is continuing, Agent Agents 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 any other Borrowers Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders the Agents shall be under no obligation to marshal any assets in favor of Borrower(s) any Borrower or Guarantors against or in payment of any or all of the Obligations. Notwithstanding anything to the contrary in the foregoing, none of the foregoing provisions of this Section 10.23 shall apply to any Person released from its Obligations as a Subsidiary Borrower in accordance with Section 9.11.

Joint and Several Liability. Borrowers shall be liable for all Each Borrower (including without limitation each Borrowing Affiliate) agrees and acknowledges that the Obligations due (subject to Agentthe 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, Issuing Bank and Secured Parties under this Agreementhowever, regardless that anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of which each Borrower actually receives the Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans the joint and Letters 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 Credit debtors. Each Borrower further agrees and acknowledges that all actions taken, elections made and notices and certificates furnished or other extensions received by it under or pursuant to the Loan Documents shall constitute the action, election, notice or certification of credit made to a Borrowerall of the Borrowers under the Loan Documents, and that each Authorized Representative shall have full authority to act for and on behalf of all of the Obligations arising as a result Borrowers for all purposes of the Loan Documents. Each Borrower agrees that the joint and several liability of a Borrower hereunderthe Borrowers shall not be impaired or affected by any modification, supplement, extension or amendment of any contract or agreement to which the parties thereto may hereafter agree, nor by any modification, release or other alteration of any of the rights of the Agent or any Lender with respect to Loans and Letters the Collateral other than as provided in Section 2.13(b) hereof, nor by any delay, extension of Credit time, renewal, compromise or other extensions indulgence granted by the Agent, any Lender or any other Person with respect to any of credit made the Obligations, nor by any other agreements or arrangements whatever with any other Borrower 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 of the Obligations hereunder, and may be enforced without requiring the Agent, any Lender or any other Person first to resort to any other right, remedy or security; no Borrower shall have any right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for indemnity whatsoever, 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 hereunder, shall be separate are hereby waived and distinct obligations, but all such Obligations shall be primary obligations postponed in favor of and subordinated to the full payment and performance of all Borrowers. The Obligations arising as a result of the joint present 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 (a) the validity or enforceability, avoidance or subordination of the future Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of to 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, any Issuing Bank or the 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 Loans, Letters of Credit 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. All Loans, upon funding, shall be deemed to be jointly funded to and received by the Borrowers. Each Borrower 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 Obligations amounts due to Agent, Issuing Bank and Secured Parties an Agent and/or any Lender from the Borrowers under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit Loans or other extensions of credit 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, Letters of Credit Loans or other extensions of credit Credit Extensions on its books and records. The Each Borrower’s Obligations with respect to Loans and Letters of other Credit or other extensions of credit Extensions made to a Borrowerit, and the such Borrower’s Obligations arising as a result of the joint and several liability of a such Borrower hereunder, hereunder with respect to Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunder, hereunder shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowerssuch Borrower. The Obligations arising as a result of 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 Borrower hereunder with respect condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to Loans, Letters be extended under the Loan Documents to any or all of Credit or other extensions of credit made to the other Borrowers hereunder and is not required or given as a condition of Credit Extensions to such Borrower. Each Borrower’s Obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (ai) the release of any other Borrower pursuant to Section 9.11 or the validity or enforceability, avoidance avoidance, or subordination of the Obligations of the any other Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the any other BorrowersBorrower, (bii) the absence of any attempt to collect the Obligations from the any other BorrowersBorrower, any Guarantor or any other security therefor, or the absence of any other action to enforce the same, (ciii) 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 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 and maintain its to, any security or collateral for the Obligations of the any other Borrowers and GuarantorsBorrower, (dv) the election of Agent 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, (evi) 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 the an Agent’s and/or any Lender’s claim(s) of Agent for the repayment of the Obligations of the any other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fviii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any obligor, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrower. With respect to the any Borrower’s Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit Credit Extensions made to any of the other Borrowers hereunder, each such 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 an Agent and/or any Lender now has or may hereafter have against Borrowers and Guarantorsany 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 Agentan Agent and/or any Lender to secure payment of the Obligations or any other liability of any Borrower to an Agent and/or any Lender. Upon any Event of Default and for so long as Default, the same is continuing, Agent Agents 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 any other Borrowers Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders the Agents shall be under no obligation to marshal any assets in favor of Borrower(s) any Borrower or Guarantors against or in payment of any or all of the Obligations.. Notwithstanding anything to the contrary in the foregoing, none of the foregoing provisions of this Section 10.27 shall apply to any Person released from its Obligations as a Subsidiary Borrower in accordance with Section 9.11. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]

Joint and Several Liability. The liability of the Borrowers for all of the Obligations shall be liable for all Obligations due to Agent, Issuing Bank joint and Secured Parties under this Agreement, several regardless of which Borrower actually receives the Loans, Letters of Credit loans or other extensions of credit hereunder or the amount of such Loans loans received or the manner in which the Agent accounts for such Loans, Letters of Credit loans or other extensions of credit on its books and records. The Each Borrower's Obligations with respect to Revolving Loans and made to it or Letters of Credit or other extensions of credit made to a Borrowerissued for its account, and the related fees, costs and expenses, and each Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder, with respect to Revolving Loans and Letters of Credit or other extensions of credit made to the other Borrowers Borrower hereunder or Letters of Credit issued for the account of the other Borrower hereunder, together with the related fees, costs and expenses, shall be separate and distinct obligations, but all such Obligations shall be of which are primary obligations of all Borrowerseach Borrower. The Each Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit loans or other extensions of credit made to the other Borrowers Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (ai) the validity or of enforceability, avoidance or subordination of the Obligations of the other Borrowers Borrower or of any promissory note or other document evidencing all or of any part of the Obligations of the other BorrowersBorrower, (bii) the absence of any attempt to collect the Obligations from the other BorrowersBorrower, any Guarantor other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (ciii) the waiver, consent, extension, forbearance or granting of any indulgence by the Agent with respect to any provision 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 the Agent, (iv) the failure by the Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its to, any security or collateral for the Obligations of the other Borrowers and GuarantorsBorrower, (dv) the election of Agent Agent's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (evi) any borrowing or grant of a security interest by the other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of the Agent's claim(s) of Agent for the repayment of the Obligations of the other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fviii) any other circumstances circumstance which might constitute a legal or equitable discharge or defense of any obligor, other than the payment a guarantor or of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank 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 Loans, Letters of Credit 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the ObligationsBorrower.

Joint and Several Liability. Borrowers Each Borrower shall be jointly and severally liable for all Obligations amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this AgreementAgreement and the other Financing Agreements, regardless of which Borrower actually receives the Loans, Letters of Credit or other extensions of credit Loan hereunder or the amount of such Loans Loan received or the manner in which Agent or any Lender accounts for such Loans, Letters of Credit the Loan or other extensions of credit on its books and records. All references herein or in any of 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. The Obligations with respect to Loans and Letters of Credit or other extensions of credit the Loan 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 and Letters of Credit or other extensions of credit the Loan made to the other Borrowers hereunderanother Borrower, shall be 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, Letters of Credit the Loan or other extensions of credit made to the each other Borrowers hereunder 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 such other Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the such other BorrowersBorrower, (b) the absence of any attempt to collect the Obligations from the other Borrowerssuch Borrower, any Guarantor 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 Agent or any Lender with respect to any provisions of any instrument evidencing the Obligations of such other Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to Agent or any Lender, (d) the failure by Agent or any 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 such other Borrowers and GuarantorsBorrower, (de) the election of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (ef) the disallowance of all or any portion of the claim(s) of Agent or any Lender for the repayment of the Obligations of the such other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fg) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, an Obligor or of such other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrower. 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 the Loan or other extensions of credit made to the other Borrowers another Borrower 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 or any Lender now has or may hereafter have against Borrowers and Guarantors, any endorser Borrower or any guarantor of all or any part of the Obligations, Obligor and any benefit of, and any right to participate in, any security or collateral given to AgentAgent or any Lender. Upon At any time an Event of Default exists or has occurred and for so long as the same is continuing, 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 Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) any Borrower or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. All Loans, upon funding, shall be deemed to be jointly funded to and received by the Borrowers. Each Borrower 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 Obligations amounts due to Agent, Issuing Bank and Secured Parties the Administrative Agent and/or any Lender from the Borrowers under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit or other extensions of credit Loans hereunder or the amount of such Loans received or the manner in which such Agent and/or such Lender accounts for such Loans, Letters of Credit or other extensions of credit Loans on its books and records. The Each Borrower’s Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrowerit, and the such Borrower’s Obligations arising as a result of the joint and several liability of a such Borrower hereunder, hereunder with respect to Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunder, hereunder shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowerssuch Borrower. The Obligations arising as a result of 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 Borrower hereunder with respect condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to Loans, Letters be extended under the Loan Documents to any or all of Credit or other extensions of credit made to the other Borrowers hereunder 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 (ai) the release of any other Borrower or the validity or enforceability, avoidance avoidance, or subordination of the Obligations of the any other Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the any other BorrowersBorrower, (bii) the absence of any attempt to collect the Obligations from the any other BorrowersBorrower, any Guarantor or any other security therefor, or the absence of any other action to enforce the same, (ciii) 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 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 and maintain its to, any security or collateral for the Obligations of the any other Borrowers and GuarantorsBorrower, (dv) the election of Agent 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, (evi) 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 the an Agent’s and/or any Lender’s claim(s) of Agent for the repayment of the Obligations of the any other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fviii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any obligor, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrower. With respect to the any Borrower’s Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit or other extensions of credit Loans made to any of the other Borrowers hereunder, each such 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 an Agent and/or any Lender now has or may hereafter have against Borrowers and Guarantorsany 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 Agentan Agent and/or any Lender to secure payment of the Obligations or any other liability of any Borrower to an Agent and/or any Lender. Upon any Event of Default and for so long as Default, the same is continuing, Agent Agents 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 any other Borrowers Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders the Agents shall be under no obligation to marshal any assets in favor of Borrower(s) any Borrower or Guarantors 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 all Obligations due to Agent, Issuing Bank the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and Secured Parties is jointly and severally liable under this Agreement, regardless Agreement and the other Loan Documents. Any payment made by a Borrower in respect of which Borrower actually receives the Loans, Letters of Credit Obligations owing by one or other extensions of credit hereunder or the amount more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Term Loans received extended to or on behalf of any Borrower shall be deemed to be Term Loans extended for or on behalf of each of the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and recordsBorrowers. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrower, and the Obligations arising as a result of Each Borrower agrees that the joint and several liability of a Borrower hereunderthe Borrowers provided for in this 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 Loans and Letters of Credit 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 any of the joint and several liability of a Borrower hereunder Obligations, nor by any other agreements or arrangements whatsoever 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 (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or with any other Person, each Borrower hereby waiving all notice of any promissory note such delay, extension, release, substitution, renewal, compromise or other document evidencing 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 part 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 of Obligations, the other BorrowersNotes, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor this Agreement or any other security thereforLoan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or the absence of insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other action to enforce the same, person or any collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (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 as defined in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2101(5) of the Bankruptcy Code, (e) the disallowance of all to which such Borrower is or any portion would be entitled by virtue of the claim(s) of Agent for the repayment provisions of the Obligations first paragraph of this subsection 11.14 or the other Borrowers and Guarantors under Section 502 performance 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, any Issuing Bank 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 such Borrower’s obligations thereunder with respect to Loans, Letters of Credit 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(whether contractual, any endorser or any guarantor of all or any part under Section 509 of the ObligationsBankruptcy Code or otherwise), and any benefit ofreimbursement, and any right to participate incontribution, any security exoneration or collateral given to Agent. Upon any Event of Default and for so long as the same is continuingsimilar right, Agent may proceed directly and at once, without notice, against any Borrower or Guarantor to collect and recover the full amountindemnity, or any portion right of the Obligations, without first proceeding against the other Borrowers or recourse to security for any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

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 to the holder of the Notes for all Obligations due to Agent, Issuing Bank and Secured Parties the obligations of the other Borrower under this AgreementNotes; provided, regardless that if it is determined that either of which Borrower actually receives the Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books Borrowers is liable as a guarantor (and records. The Obligations not as a co-obligor) with respect to Loans and Letters such Obligations (the “Guaranteed Obligations”), each of Credit 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 extensions Borrower until all Obligations have been irrevocably paid in full, (c) no act or thing need occur to establish the liability of credit made to a Borrowersuch Borrower for its Guaranteed Obligations, and the Obligations arising as a result no act or thing, except full payment of the joint and several Guaranteed Obligations, shall in any way reduce or release the liability of a such Borrower hereunderfor its Guaranteed Obligations, (d) its obligations for its Guaranteed Obligations shall be absolute, unconditional, and irrevocable, and shall not be subject to any right of setoff or counterclaim, (e) its agreement with respect to Loans his Guaranteed Obligations is an absolute, unconditional and Letters continuing guaranty of Credit or 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 extensions of credit made Borrower pertaining to the other Borrowers hereunderGuaranteed Obligations, shall be separate except the defense of discharge by payment in full, (g) it waives presentment, demand for payment, notice of dishonor or nonpayment, and distinct obligationsprotest of any instrument evidencing Guaranteed Obligations, but all such (h) its liability under the Security Agreement for the Guaranteed Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result and direct, and that the holder of the joint and several liability of a Borrower hereunder with respect Notes shall not be required first 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 (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 resort 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 Guaranteed Obligations and to any other Borrower or other persons or to commence any action or obtain any judgment against any other Borrower or to pursue any other right or remedy the willful misconduct, bad faith or gross negligence of Agent, holders may have against any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. With respect to other Borrower before enforcing the Obligations arising as a result of the joint and several liability of a such Borrower hereunder with respect to Loans, Letters of Credit 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the its Guaranteed Obligations.

Joint and Several Liability. (a) All Borrowers shall be liable for all Obligations amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this Agreement, regardless of which Borrower actually receives the Loans, Loans or Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts 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 and Letters of Credit 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 Loans and Letters of Credit 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 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 (ai) 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, (bii) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor Borrowers or any other security therefor, or the absence of any other action to enforce the same, (ciii) 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 and GuarantorsBorrowers, (dv) 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, (evi) 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 and Guarantors under Section 502 of the Bankruptcy Code, or (fvii) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, the other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrowers. 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 and Guarantor waives, until Full Payment of 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 or Lenders now has or may hereafter have against Borrowers and GuarantorsBorrowers, 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 AgentAgent 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 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers shall (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 liable for all Obligations due paid the Purchase Price pursuant to AgentSection 1.2(b)(iv), Issuing Bank and Secured Parties under this Agreement(v) the obligation to make any post-Closing adjustment payments pursuant to Section 1.5(c), regardless of which Borrower actually receives the Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect (vi) any Tax proration payment pursuant to Loans and Letters of Credit or other extensions of credit made to a BorrowerSection 6.1, and (vii) any indemnification obligations pursuant to Section 8.3) (the Obligations arising as a result of “Buyer Obligations”) are the joint and several liability of a Borrower hereunder, with respect to Loans and Letters of Credit 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 each of Buyer and Buyer Parent. Each of Buyer and Buyer Parent will be jointly and severally liable as primary obligor and not merely as surety for all Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to LoansBuyer Obligations. No formal change, Letters of Credit amendment, modification 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 waiver of any promissory note terms or other document evidencing all conditions of this Agreement or any Ancillary Agreement, no extension in whole or in part of the Obligations 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 other BorrowersBuyer Obligations. Without limiting the generality of the foregoing, (bx) 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 Seller may seek payment of the Buyer Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank 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 Loans, Letters of Credit 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, 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, from Buyer Parent without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment 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.

Joint and Several Liability. The Borrowers shall be liable for all Obligations amounts due to Agent, Issuing Bank and Secured Parties the Agent and/or any Lender under this Agreement, regardless of which Borrower actually receives the Loans, Letters proceeds of Credit the Term Loan or other extensions of credit hereunder or the amount of such Loans Term Loan received or the manner in which the Agent and/or such Lender accounts for such Loans, Letters of Credit Loans or other extensions of credit on its books and records. The Each Borrower's Obligations with respect to Loans and Letters of Credit or other extensions of credit the Term Loan made to a Borrowerit, and the each Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder, with respect to Loans and Letters of Credit or other extensions of credit the Term Loan made to the other Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowerseach Borrower. The Each Borrower's Obligations arising as a result of the joint and several liability of a such Borrower hereunder with respect to Loans, Letters of Credit 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 (ai) 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, (bii) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (ciii) 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 the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to 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 and maintain its to, any security or collateral Collateral for the Obligations of the other Borrowers and GuarantorsBorrowers, (dv) the election of Agent 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, (evi) any borrowing or grant of a security interest by the other Borrowers, as debtors-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of the Agent's and/or any Lender's claim(s) of Agent for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Codecode, or (fviii) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment a guarantor or of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionother Borrowers. With respect to the each Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit the Term Loan or other extensions of credit made to any of the other Borrowers hereunder, each Borrower and Guarantor waives, until the non-contingent monetary Obligations shall have been paid in full in immediately available funds and this the 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 Borrowers and Guarantorssuch 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 Agentthe 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 and for so long as Default, the same is continuing, 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 any other Borrowers Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that the Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) such Borrower or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers shall be liable for If a credit is granted to several separate natural persons, the co-debtors jointly and severally undertake to fulfil all Obligations due to Agent, Issuing Bank and Secured Parties under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and recordstheir obligations arising from said credit. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrower, and the Obligations arising as a result of the joint Joint and several liability shall also exist between all the heirs and successors of a Borrower hereunder, the co-debtor(s) in accordance with respect to Loans and Letters Article 1221 of Credit the Civil Code. All payments made by one or other extensions of credit made to the other Borrowers hereunder, more co-debtors or co-obligees shall be separate deemed to have been made in the name of and distinct obligations, but all such Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result in discharge of the joint lendee 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 (a) the validity or enforceability, avoidance or subordination each of the Obligations co-debtors or co-obligees hereby waives the right to avail him or herself of any legal subrogation that may result from their payments, except with the written consent of the other Borrowers Credit institution. Clause 8: Assignment of receivables and direct debit of salary, wages or remuneration in general of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowerskind, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor or any other etc. As 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 sum payable to the Credit institution, in principal, interest and charges, the lendee agrees to assign to the Credit institution, which accepts, the rents, farm rents, receivables, bonuses, premiums and sums in general of any kind that may be owed to it, in any respect whatsoever and that any creditor owes to it now or in the future, and that any debtor shall be required to withhold upon ordinary notification under the assignment. The lendee also agrees to require his or her current and future employers to transfer his or her salary, wages or remuneration in general of any kind to a current account held with the Credit institution and to process most of his or her financial transactions through the Credit institution until the credit granted is repaid. The lendee may not, without the express agreement of the Credit institution, take out loans with other Borrowers and Guarantors under Section 502 creditors or act as guarantor for third parties. Clause 9: Commitments of the Bankruptcy Codelendee acting as a merchant In the event that the lendee acts as a merchant, or (f) any other circumstances which might constitute a legal or equitable discharge or defense it undertakes: - to process most of any obligor, other than its financial operations through the payment Credit institution for the duration of the Obligations credit period; - not to sell or mortgage its property assets without the prior written authorisation of the Credit institution; - to submit to the Credit institution by 30 June of each year its year-end balance sheet for the previous year. The Credit institution shall treat this document as strictly confidential. Clause 10: Pledge All stocks and securities belonging to the lendee that the Credit institution holds now or in the future in its own registers or that are deposited with its correspondents shall be used, independently of the security granted herein, as collateral up to the amount due under the credit, in accordance with Articles 110 to 119 of the Commercial Code (Code de commerce) relating to commercial pledge and the willful misconduct, bad faith or gross negligence Law of Agent, any Issuing Bank 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 Loans, Letters of Credit 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations5 August 2005 on financial guarantee contracts.

Joint and Several Liability. Borrowers Each of Borrower and Operating Lessee shall be jointly and severally liable for all the payment and performance of those Obligations due that are set forth herein and in the other Loan Documents as being the obligations of both or each of them. Without limiting the foregoing, Operating Lessee shall have no obligation to Agent, Issuing Bank and Secured Parties under this Agreement, regardless of which Borrower actually receives pay the Loans, Letters of Credit or other extensions of credit hereunder or the principal amount of such Loans received the Loan, any Interest or any Additional Interest, although Agent and Lenders shall have recourse to the manner assets of Operating Lessee that are part of the Collateral if Borrower fails to pay same in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and recordsaccordance with the Loan Documents. The Obligations shall remain in full force without regard to, and shall not be impaired by any of the following, any of which may be effected or dealt with respect to Loans by Agent in such manner, upon such terms and Letters at such times as Agent deems advisable without the consent of, or notice to, Borrower or Operating Lessee, nor shall any of Credit the following give Borrower or Operating Lessee any recourse or right of action against Agent or any Lender: (a) any exercise or non-exercise by Agent or any Lender of any right or privilege against the other; (b) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other extensions of credit made like proceeding relating to a Borrowerthe other; or (c) any release, and the Obligations arising as a result waiver or discharge of the joint and several other from liability under any of the Loan Documents or any grant to Agent or any Lender of a Borrower hereundersecurity interest, with respect to Loans and Letters lien or encumbrance in any property of Credit or other extensions of credit made to the other Borrowers hereunder, shall be separate to secure the Obligations. Each of Borrower 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 shallOperating Lessee unconditionally waives, to the fullest extent permitted by law, be unconditional irrespective of : (aw) the validity any right to require Agent or enforceability, avoidance or subordination of any Lender to exhaust any collateral given to secure 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 inby, or to preserve pursue any remedy against, the other or any of its rights and maintain its security assets; (x) any defense arising by reason of any invalidity or collateral for the Obligations unenforceability of any of the Loan Documents against the other Borrowers and Guarantors, (d) the election of Agent in or any proceeding instituted under the Bankruptcy Code, disability of the application of Section 1111(b)(2other; (y) 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, any Issuing Bank 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 Loans, Letters of Credit 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 claim for so long as the same is continuing, Agent may proceed directly and at once, without notice, against any reimbursement that Borrower or Guarantor to collect and recover the full amount, or any portion of the Obligations, without first proceeding Operating Lessee may have against the other Borrowers in connection with any payments made to Agent or any Lender until such time as all indebtedness owed by such other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that to Agent and Lenders shall be under no obligation to marshal has been indefeasibly paid in full and all other Obligations performed and (z) any assets in favor and all rights and defenses arising out of Borrower(s) an election of remedies by Agent or Guarantors against or in payment of any or all of the ObligationsLender.

Joint and Several Liability. (a) All Borrowers shall be liable for all Obligations amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this Agreement, regardless of which Borrower actually receives the Loans, Loans or Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts 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 and Letters of Credit 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 Loans and Letters of Credit 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 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 (aiv) 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, (bv) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor Borrowers or any other security therefor, or the absence of any other action to enforce the same, (cvi) 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, (vii) 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 and GuarantorsBorrowers, (dviii) 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, (eix) 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 and Guarantors under Section 502 of the Bankruptcy Code, or (fx) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, the other Borrowers other than the payment Full Payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionObligations. 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 and Guarantor waives, until Full Payment of 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 or Lenders now has or may hereafter have against Borrowers and GuarantorsBorrowers, 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 AgentAgent 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 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers shall be liable Each entity constituting Borrower hereby unconditionally and absolutely guarantees to and for the Lender the due performance, including without limitation the prompt payment when due or within any applicable grace period, whether at stated maturity, by acceleration or otherwise and at all times thereafter, of any and all Obligations due to Agent, Issuing Bank and Secured Parties under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made owed 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 Lender irrespective of (a) the validity or enforceability, avoidance or subordination any lack of the Obligations of the other Borrowers or enforceability of any promissory note or other document evidencing all or any part of the Obligations of the other BorrowersObligation, (b) any change of the absence time, manner, place of any attempt to collect the Obligations from the other Borrowerspayment, any Guarantor or any other security thereforterm of any Obligation, (c) any exchange, release or non-perfection of any collateral securing payment of any Obligation, (d) any law, regulation or order of any jurisdiction affecting the genuineness, validity, or rights of the absence Lender with respect to the Obligations or any instruments evidencing any of the Obligations, or (e) any other circumstance which might otherwise constitute a defense to or discharge of an entity constituting Borrower. Each entity constituting Borrower agrees that its obligations hereunder are irrevocable; that a separate action or actions may be brought and prosecuted against it regardless of whether the other entity constituting Borrower is joined in any such action or actions; and that it waives the benefit of any statute of limitations affecting its liabilities hereunder or the enforcement hereof. Each entity constituting Borrower agrees that its obligations as a guarantor shall not be impaired, modified, changed, released, or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the other's estate in bankruptcy, resulting from the operation of any present or future provision of the bankruptcy laws or other similar statute, or from the decision of any court in a bankruptcy proceeding. This is a continuing guarantee and shall remain in full force and effect and be binding upon each entity constituting Borrower, their respective successors and assigns until payment in full of all of the Obligations and no partial payment hereunder shall entitle either of them, by subrogation or otherwise, to any payment by the other out of its property. Each entity constituting Borrower hereby waives all notices of any character whatsoever with respect to this guarantee and the Obligations, including but not limited to notice of the acceptance hereof and reliance hereon, of the present existence or future incurring of any Obligations, of the amounts, terms and conditions thereof, and of any defaults thereon and further waives the defenses of diligence, presentment for payment, protest, demand or extensions of time for payment. Each entity constituting Borrower hereby consents to the taking of, or failure to take, from time to time without notice to it, any such action of any nature whatsoever with respect to the Obligations and with respect to any rights against any person or persons or in any property, including but not limited to any renewals, extensions, modifications, postponements, compromises, settlements, substitutions, refusals or failures to exercise or enforce, indulgences, waivers, surrenders, exchanges and releases, and each such entity will remain fully liable hereon notwithstanding any of the foregoing. Each entity constituting Borrower hereby waives the benefit of all laws now or hereafter in effect in any way limiting or restricting the liability of such entity hereunder, including without limitation (a) all defenses whatsoever to such entity's liability hereunder except the defense of payment made on account of the Obligations to the Lender and such entity's liability hereunder; and (b) all right to stay of execution and exemption of property in any action to enforce the same, liability of such entity hereunder; and (c) all rights accorded such entity under any other statutory provisions of any other applicable jurisdiction affecting 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, any Issuing Bank 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 Loans, Letters of Credit 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 Lender to enforce any right the obligations 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, 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 Obligationssuch guarantee under this guarantee. Each entity constituting Borrower and Guarantor hereby consents and agrees that Agent and Lenders shall be under no obligation without further notice to marshal any assets in favor or assent from it, the time of Borrower(s) or Guarantors against or in payment of any or all of the Obligations may be changed, any other term or condition relating to any or all of the Obligations may be changed, the other entity constituting Borrower may be discharged from any or all of the Obligations, any composition or settlement relating thereto may be consummated and accepted, and that such entity will remain bound upon this guarantee notwithstanding any or all of the foregoing. No failure on the part of the Lender to exercise, and no delay in exercising, any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by the Lender of any right, power or remedy preclude any other further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies provided herein shall be in addition to and not exclusive of any rights or remedies provided at law or in equity.

Joint and Several Liability. 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 Obligations due to Agent, Issuing Bank of the Collateral. Each Borrower acknowledges that it is a co-borrower hereunder and Secured Parties is jointly and severally liable under this AgreementAgreement 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 extended to any Borrower or requested by any Borrower shall be deemed to be Loans extended for each of the Borrowers, regardless and each Borrower hereby authorizes each other Borrower to effectuate Loans on its behalf. Notwithstanding anything to the contrary contained in this Agreement or any of which Borrower actually receives the Loansother Loan Documents, Letters of Credit the Administrative Agent and the Lenders shall be entitled to rely upon any request, notice or other extensions communication received by them from the REIT on behalf of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrowerall Borrowers, and shall be entitled to treat their giving of any notice hereunder to the Obligations arising REIT in accordance with the provisions of this Agreement as a result of notice to each and all Borrowers. Each Borrower agrees that the joint and several liability of a Borrower hereunderthe Borrowers provided for in this Section 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 Loans and Letters of Credit 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 any of the joint and several liability of a Borrower hereunder Obligations, nor by any other agreements or arrangements whatsoever 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 (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or with any other person, each Borrower hereby waiving all notice of any promissory note such delay, extension, release, substitution, renewal, compromise or other document evidencing 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 of the Obligations, and may be enforced without requiring the Administrative Agent or any part 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 of Obligations, the other BorrowersNotes, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor this Agreement or any other security thereforLoan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or the absence of insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other action to enforce the same, person or any collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (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 as defined in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2101(5) of the Bankruptcy Code, (e) the disallowance of all to which such Borrower is or any portion would be entitled by virtue of the claim(s) of Agent for the repayment provisions of the Obligations first paragraph of this Section 10.20 or the other Borrowers and Guarantors under Section 502 performance of the Bankruptcy Codesuch Borrower’s obligations thereunder including, or (f) any other circumstances which might constitute a legal or equitable discharge or defense of any obligorwithout limitation, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank 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 Loans, Letters of Credit 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(whether contractual, any endorser or any guarantor of all or any part under Section 509 of the ObligationsBankruptcy Code or otherwise), and any benefit ofreimbursement, and any right to participate incontribution, any security exoneration or collateral given to Agent. Upon any Event of Default and for so long as the same is continuingsimilar right, Agent may proceed directly and at once, without notice, against any Borrower or Guarantor to collect and recover the full amountindemnity, or any portion right of the Obligations, without first proceeding against the other Borrowers or recourse to security for any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. All Borrowers shall be jointly and severally liable for all Obligations amounts due to Agent, Issuing Bank Administrative Agent and Secured Parties Lenders under this AgreementAgreement and the other Financing Agreements, regardless of which Borrower actually receives the Loans, Letters Loans or Letter of Credit or other extensions of credit Accommodations hereunder or the amount of such Loans received or the manner in which Administrative Agent or any Lender accounts for such Loans, Letters Letter of Credit Accommodations or other extensions of credit on its books and records. All references herein or in any of 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. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunderBorrowers, shall be 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, Letters Letter of Credit Accommodations 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 waiver, consent, extension, forbearance or granting of any indulgence by Administrative Agent or any Lender 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 Administrative Agent or any Lender, (d) the failure by Administrative Agent or any 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 Borrowers and GuarantorsBorrowers, (de) the election of Administrative Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (ef) the disallowance of all or any portion of the claim(s) of Administrative Agent or any Lender for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Code, or (fg) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, a Guarantor or of the other Borrowers other than to the payment extent of the Obligations and the willful misconduct, bad faith or gross negligence or wilful misconduct of Agent, any Issuing Bank Administrative Agent or Lenders a Lender as determined pursuant to a final, 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, Letters Letter of Credit Accommodations 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.6991691.13 77

Joint and Several Liability. Borrowers Notwithstanding anything to the contrary herein contained, each Borrower shall be and remain jointly and severally liable with the other Borrower for all Obligations (i) the payment of each and every sum from time to time due from the Borrowers, (ii) each and every obligation undertaken and (iii) each and every liability incurred on the part of the Borrowers under or pursuant to Agent, Issuing Bank and Secured the Finance Documents. If at any time a Borrower has paid to the Finance Parties under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit or other extensions of credit hereunder or the Finance Parties have recovered from that Borrower a sum which was due from the Borrowers under or pursuant to the Finance Documents and such sum is higher than the amount of such Loans received or that Borrower was obliged to contribute in its relation (if any) with the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrower, then that Borrower shall not have the benefit of any right of subrogation and shall not exercise any right of recourse or claim any set-off or counterclaim against the Obligations arising as a result of other Borrower or prove otherwise in competition with the Finance Parties (all such rights being hereby irrevocably waived by each Borrower) unless and until the outstanding indebtedness under the Finance Documents has been paid and discharged in full. If, and only to the extent, the joint and several obligations (or parts thereof) are deemed to be guarantee obligations (in Norwegian: kausjon) pursuant to the terms of the FA Act: (i) the maximum liability of a each Borrower for the other Borrower's obligations under the Finance Documents shall always be limited to USD 300,000,000 plus (i) any interest, default interest, Break Cost or other costs, fees and expenses related to the Borrowers' obligations under the Finance Documents and (ii) any default interest or other costs, fees and expenses related to the liability of that Borrower hereunder, with respect to Loans and Letters of Credit 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 Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder shallEach Borrower, to the fullest extent permitted by law, it is considered to be unconditional irrespective of (a) a guarantor for the validity or enforceability, avoidance or subordination of the Obligations obligations of the other Borrowers or of any promissory note or other document evidencing Borrower, specifically waives all or any part rights under the provisions 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, any Issuing Bank 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 Loans, Letters of Credit 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the ObligationsFA Act not being mandatory provisions.

Joint and Several Liability. Borrowers shall be liable for all Obligations amounts due from Borrowers to Agent, Issuing Bank and Secured Parties Lender under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent Lender accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunder, shall be 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, 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 (ab) 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, (bc) 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, (cd) 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 Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Lender, (e)the failure by Agent 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 Borrowers and GuarantorsBorrowers, (df) the election of Agent Lender in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (eg) the disallowance of all or any portion of the claim(s) of Agent Lender for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Code, or (fh) any other circumstances which might constitute a legal or equitable discharge or defense of any obligora Guarantor or of the other Borrowers (other than payment in full), other than the payment of the Obligations and the willful misconduct, bad faith misconduct or gross negligence of Agent, any Issuing Bank or Lenders Lender as determined pursuant to a final, non-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, Letters of Credit 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 Lender now has or may hereafter have against Borrowers and GuarantorsBorrowers, 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 AgentLender. Upon any Event of Default and for so long as the same is continuing, Agent Lender 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 and Guarantor consents and agrees that Agent and Lenders Lender shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers All Loans, upon funding, shall be deemed to be jointly funded to and received by the Borrowers. Each Borrower jointly and severally agrees to pay, and shall be jointly and severally liable for all Obligations due to Agent, Issuing Bank and Secured Parties under this AgreementAgreement for, all Obligations, regardless of the manner or amount in which Borrower actually receives proceeds of Loans are used, allocated, shared, or disbursed by or among the LoansBorrowers themselves, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which an Agent and/or any Lender accounts for such Loans, Letters of Credit Loans or other extensions of credit on its books and records. The 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 Letters other Extensions of Credit or other extensions of credit made to a Borrowerit, and the such Borrower’s Obligations arising as a result of the joint and several liability of a such Borrower hereunder, with respect to Loans and Letters other Extensions of Credit 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 Borrowerssuch Borrower. The Obligations arising as a result of 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 Borrower hereunder with respect condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to Loans, Letters be extended under the Loan Documents to any or all of Credit or other extensions of credit made to the other Borrowers hereunder 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 lawLaw, be unconditional irrespective of (ai) the validity or enforceability, avoidance avoidance, or subordination of the Obligations of the any other Borrowers Borrower or of any promissory note Note or other document evidencing all or any part of the Obligations of the any other BorrowersBorrower, (bii) the absence of any attempt to collect the Obligations from the any other BorrowersBorrower, any Guarantor Guarantor, or any other security therefor, or the absence of any other action to enforce the same, (ciii) 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 Guarantor, or any part thereof, or any other agreement now or hereafter executed by any other Borrower or any Guarantor 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 and maintain its to, any security or collateral for the Obligations of the any other Borrowers and GuarantorsBorrower or any Guarantor, (dv) the election of Agent 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, (evi) 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 the an Agent’s and/or any Lender’s claim(s) of Agent for the repayment of the Obligations of the any other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fviii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any obligor, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrower. With respect to the any Borrower’s Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters Loans or other Extensions of Credit or other extensions of credit made to any of the other Borrowers hereunder, each such 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 an Agent and/or any Lender now has or may hereafter have against Borrowers and Guarantorsany 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 Agentan Agent and/or any Lender to secure payment of the Obligations or any other liability of any Borrower to an Agent and/or any Lender. Upon any Event of Default and for so long as Default, the same is continuing, Agent Agents 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 any other Borrowers Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders the Agents shall be under no obligation to marshal any assets in favor of Borrower(s) any Borrower or Guarantors against or in payment of any or all of the Obligations. Each Borrower further acknowledges that credit extended to each Borrower hereunder will directly or indirectly benefit each other Borrower.

Joint and Several Liability. All Loans, upon funding, shall be deemed to be jointly funded to and received by the Borrowers. Each Borrower jointly and severally agrees to pay, and 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 either 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 Obligations amounts due to Agent, Issuing Bank and Secured Parties either of the Agents and/or any Lender under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit 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, Letters of Credit Loans or other extensions of credit on its books and records. The Each Borrower’s Obligations with respect to Loans and Letters of Credit or other extensions of credit 176 made to a Borrowerit, and the such Borrower’s Obligations arising as a result of the joint and several liability of a such Borrower hereunder, with respect to Loans and Letters of Credit 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 Borrowerssuch Borrower. The Obligations arising as a result of Borrowers acknowledge and expressly agree with each Agent and each Lender that the joint and several liability of each Borrower is required solely as a Borrower hereunder with respect condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or to Loans, Letters be extended under the Loan Documents to any or all of Credit the other Borrowers and is not required or other given as a condition of extensions of credit made to the other Borrowers hereunder such 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 law, be unconditional irrespective of (a) the validity or enforceability, avoidance avoidance, or subordination of any of the Obligations of the any other Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the any other BorrowersBorrower, (b) the absence of any attempt to collect any of the Obligations from the any other BorrowersBorrower, any Guarantor 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, the Collateral Agent and/or any Lender with respect to any provision of any instrument evidencing any of the Obligations of any other Borrower or Guarantor, or any part thereof, or any other agreement now or hereafter executed by any other Borrower or Guarantor and delivered to the Administrative Agent, the Collateral Agent and/or any Lender, (d) the failure by the Collateral Agent, the Administrative Agent and/or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its to, any security or collateral for any of the Obligations of the any other Borrowers and GuarantorsBorrower or Guarantor, (de) the election of Agent Administrative Agent’s, the Collateral Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of or the application of Section 1111(b)(2) of the Bankruptcy Code, (ef) any borrowing or grant of a security interest by any other 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, the Collateral Agent’s and/or any Lender’s claim(s) of Agent for the repayment of any of the Obligations of the any other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fh) any other circumstances which that might constitute a legal or equitable discharge or defense of a Guarantor or of any obligor, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrower. With respect to the any Borrower’s Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to any of the other Borrowers hereunder, each such 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 that the Collateral Agent, the Administrative Agent and/or any Lender now has or may hereafter have against Borrowers and Guarantorsany other Borrower, any endorser or any guarantor 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 Administrative Agent, the Collateral Agent and/or any other Credit Provider to secure payment of the Obligations or any other liability of any Borrower to any other Credit Provider. Upon any Event of Default and for so long as Default, either of the same is continuing, Agent Agents 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 any other Borrowers Borrower or any other Person, or against any security or collateral for any of the Obligations. Each Borrower and Guarantor consents and agrees that neither the Collateral Agent and Lenders nor the Administrative Agent shall be under no any obligation to marshal any assets in favor of Borrower(s) any Borrower or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers All obligations of Sellers under this Agreement are joint and several and each Seller shall be fully liable for all Obligations due the obligations of Sellers hereunder. The obligation of each Seller under this Agreement shall be direct and independent of and not secondary to Agentthe obligations of any other Seller. Each Seller expressly waives any right to require Purchaser to (i) proceed against any other Seller or any other person; (ii) proceed against or exhaust any security or (iii) pursue any other remedy. Purchaser may exercise or not exercise any right or remedy it has against any other Seller or any security it holds (including the right to foreclose by judicial or nonjudicial sale) without affecting any Seller’s liability hereunder. Each Seller further expressly waives any rights to participate in any security held by Purchaser, Issuing Bank and Secured Parties any demands for performance, notices of nonperformance or the benefit of any act or omission by Purchaser which directly or indirectly results in or aids the discharge of any other Seller from 66 any of the obligations under this Agreement, regardless by operation of law or otherwise. Each Seller acknowledges that, to the extent such Seller has or may have rights of subrogation or reimbursement against any other Seller for claims arising out of this Agreement, those rights may be impaired or destroyed if Purchaser elects to proceed against any real property security of such other Seller by non-judicial foreclosure. That impairment or destruction could, under certain judicial cases and based on equitable principles of estoppel, give rise to a defense by a Seller against its obligations under this Agreement. Each Seller waives that defense and any others arising from Purchaser’s election to pursue non-judicial foreclosure. Without limiting the generality of the foregoing, each Seller expressly waives all rights, benefits and defenses, if any, applicable or available to it under either California Code of Civil Procedure Sections 580a or 726, which Borrower actually receives provide, among other things, that the Loans, Letters amount of Credit any deficiency judgment which may be recovered following either a judicial or other extensions nonjudicial foreclosure sale is limited to the difference between the amount of credit hereunder any indebtedness owed and the greater of the fair value of the security or the amount for which the security was actually sold. Without limiting the generality of such Loans received the foregoing, each Seller further expressly waives all rights, benefits and defenses, if any, applicable or available to it under either California Code of Civil Procedure Sections 580b, providing that no deficiency may be recovered on a real property purchase money obligation, or 580d, providing that no deficiency may be recovered on an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust. No failure on the part of Purchaser to exercise, no delay in exercising and no course of dealing with respect to, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the manner in which Agent accounts for such Loansexercise of any other right. No compromise, Letters settlement, release, renewal, extension, indulgence, change in, waiver or modification of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrower, and the Obligations arising as a result any of the joint and several liability of a Borrower hereunder, with respect to Loans and Letters of Credit 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 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 (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 thereforunder this Agreement, or the absence release or discharge of any other action to enforce the same, (c) the failure by Agent to take Seller from its performance of 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) obligations of Sellers hereunder shall release or discharge any Seller from the election of Agent in any proceeding instituted under the Bankruptcy Code, performance 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, any Issuing Bank 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 Loans, Letters of Credit or other extensions of credit made to the other Borrowers obligations 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. The Borrowers shall be liable for all Obligations amounts due to Agent, Issuing Bank and Secured Parties the Agent and/or any Lender under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit 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, Letters of Credit Loans or other extensions of credit on its books and records. The Each Borrower's Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrowerit, and the each Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder, with respect to Loans and Letters of Credit or other extensions of credit made to the other Borrowers Borrower hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowerseach Borrower. The Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to the other Borrowers Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (ai) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the other BorrowersBorrower, (bii) the absence of any attempt to collect the Obligations from the other BorrowersBorrower, any Guarantor other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (ciii) 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 the other Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to 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 and maintain its to, any security or collateral for the Obligations of 109 118 the other Borrowers and GuarantorsBorrower, (dv) the election of Agent 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, (evi) any borrowing or grant of a security interest by the other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of the Agent's and/or any Lender's claim(s) of Agent for the repayment of the Obligations of the other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fviii) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment a guarantor or of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionother Borrower. With respect to the Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to the other Borrowers Borrower 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 the Agent and/or any Lender now has or may hereafter have against Borrowers and Guarantorsany 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 Agentthe Agent and/or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Agent and/or any Lender. Upon any Event of Default and for so long as Default, the same is continuing, 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 Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that the Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) any Borrower or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. The Borrowers shall be liable for all Obligations amounts due to Agent, Issuing Bank and Secured Parties the Administrative Agent and/or any Lender under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent and/or such Lender accounts for such Loans, Letters of Credit Loans or other extensions of credit on its books and records. The Each Borrower's Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrowerit, and the each Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder, with respect to Loans and Letters of Credit or other extensions of credit made to the other Borrowers Borrower hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowerseach Borrower. The Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to the other Borrowers Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (ai) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the other BorrowersBorrower, (bii) the absence of any attempt to collect the Obligations from the other BorrowersBorrower, any Guarantor other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (ciii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent and/or any Lender with respect to any provision 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 the Administrative Agent and/or any Lender, (iv) the failure by the Administrative Agent and/or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its to, any security or collateral for the Obligations of the other Borrowers and GuarantorsBorrower, (dv) the election of Agent Administrative 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, (evi) any borrowing or grant of a security interest by the other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of the Administrative Agent's and/or any Lender's claim(s) of Agent for the repayment of the Obligations of the other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fviii) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment a guarantor or of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionother Borrower. With respect to the Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to the other Borrowers Borrower 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 the Administrative Agent and/or any Lender now has or may hereafter have against Borrowers and Guarantorsany 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 Agentthe Administrative Agent and/or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Administrative Agent and/or any Lender. Upon any Event of Default and for so long as Default, the same is continuing, Administrative 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 Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that the Administrative Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) any Borrower or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. The Borrowers shall be jointly and severally liable for all Obligations amounts due to any Agent, Issuing Bank and Secured Parties -Related Person and/or any Lender under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit 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, Letters of Credit Loans or other extensions of credit on its books and records. The Each Borrower's Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrowerit, and the Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder, with respect to Loans and Letters of Credit or other extensions of credit made to the other Borrowers Borrower hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowerseach Borrower. The Each Borrower's Obligations arising as a result of the joint and several liability of a such Borrower hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to the other Borrowers Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (ai) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the other BorrowersBorrower (other than the defense that such Obligations have been paid), (bii) the absence of any attempt to collect the Obligations from the other BorrowersBorrower, any Guarantor guarantor, or any other security therefor, or the absence of any other action to enforce the same, (ciii) 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 the other Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to 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 and maintain its to, any security or collateral for the Obligations of the other Borrowers and GuarantorsBorrower for the Obligations, (dv) the election of Agent Agent's and/or any Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(21111 (b)(2) of the Bankruptcy Code, (evi) any borrowing or grant of a security interest by the other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of the Agent's and/or any Lender's claim(s) of Agent for the repayment of the Obligations of the other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fviii) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment a guarantor or of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionother Borrower. With respect to the each Borrower's Obligations arising as a result of the joint and several liability of a such Borrower hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to the any other Borrowers Borrower hereunder, each Borrower and Guarantor waives, until the Obligations shall have been paid in full in immediately available funds and this the Loan 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 Borrowers and Guarantorseach such 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 Agentthe 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. Notwithstanding the foregoing, a Borrower shall be liable for obligations arising from its joint and several liability to the maximum amount of such liability that can be incurred without rendering its Obligation, as a result thereof, a fraudulent conveyance or fraudulent transfer and not for any greater amount. Upon any Event of Default and for so long as Default, the same is continuing, Agent may proceed directly and at once, without notice, against any a Borrower or Guarantor to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower The Borrowers consent and Guarantor consents and agrees agree that the Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) a Borrower or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers shall be be, jointly and severally, liable for all Obligations amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent Lender accounts for such Loans, Letters Letter of Credit Accommodations or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made to the other Borrowers Borrower hereunder, shall be 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, Letters Letter of Credit Accommodations or other extensions of credit made to the other Borrowers 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 Borrowers Borrower 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 BorrowersBorrower, any Guarantor Obligor or any other security therefor, or (c) the absence of any other action to enforce the same, (cd) the waiver, consent, extension, forbearance or granting of any indulgence by Agent, Required Lenders or all Lenders, as applicable 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 Agent or Lenders, as applicable, (e) the failure by Agent or 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 Borrowers and GuarantorsBorrower, (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 and Lenders for the repayment of the Obligations of the other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (f) any other circumstances which might constitute a legal or equitable discharge or defense of any obligorObligor or of the other Borrower, other than the payment of the Obligations and the willful wilful misconduct, gross negligence or bad faith or gross negligence of Agent, any Issuing Bank or Lenders Agent 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, Letters Letter of Credit Accommodations or other extensions of credit made to the other Borrowers Borrower 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 and Lenders (subject to Section 14 hereof, as between Agent and Lenders) now has or may hereafter have against Borrowers and GuarantorsBorrowers, 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, 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 Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal xxxxxxxx any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. All Revolving Loans, upon funding, shall be deemed to be jointly funded to and received by the Borrowers. Each Borrower jointly and severally agrees to pay, and 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 Obligations amounts due to Agent, Issuing Bank and Secured Parties the Agent and/or any Lender under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit 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 Loans, Letters of Credit Revolving Loans or other extensions of credit on its books and records. The Each Borrower's Obligations with respect to Revolving Loans and Letters of Credit or other extensions of credit made to a Borrowerit, and the such Borrower's Obligations arising as a result of the joint and several liability of a such Borrower hereunder, with respect to Revolving Loans and Letters of Credit 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 Borrowerssuch Borrower. The Obligations arising Each Borrower's obligations under this Agreement and as an obligor under a result of the joint Guaranty Agreement shall be separate 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 distinct obligations. Each Borrower's obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (ai) the validity or enforceability, avoidance avoidance, or subordination of the Obligations of the any other Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the any other BorrowersBorrower, (bii) the absence of any attempt to collect the Obligations from the any other BorrowersBorrower, any Guarantor Guarantor, or any other security therefor, or the absence of any other action to enforce the same, (ciii) 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 or Guarantor, or any part thereof, or any other agreement now or hereafter executed by any other Borrower or Guarantor and delivered to 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 and maintain its to, any security or collateral for the Obligations of the any other Borrowers and GuarantorsBorrower or Guarantor, (dv) the election of Agent 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 CodeCode or under any similar provision of the BIA or the Companies Creditors Arrangement Act (Canada), (evi) 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) of Agent for the repayment of the Obligations of the any other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy CodeCode or under any similar provision of the BIA or the Companies Creditors Arrangement Act (Canada), or (fviii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any obligor, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrower. With respect to the any Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit Revolving Loans or other extensions of credit made to any of the other Borrowers hereunder, each such 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 the Agent and/or any Lender now has or may hereafter have against Borrowers and Guarantorsany 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 Agentthe Agent and/or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Agent and/or any Lender. Upon any Event of Default and for so long as Default, the same is continuing, 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 any other Borrowers Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that the Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) any Borrower or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers The Credit Parties shall be liable for all Obligations amounts due to Agent, Issuing Bank and Secured Parties Purchaser under the Note or this Agreement, regardless of which Borrower Credit Party actually receives the Loans, Letters proceeds from the sale of Credit or other extensions of credit hereunder or the amount of such Loans received Securities or the manner in which Agent Purchaser accounts for such Loans, Letters of Credit or other extensions of credit the Securities on its books and records. The Each Credit Party’s Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrowerthe Securities, and the each Credit Party’s Obligations arising as a result of the joint and several liability of a Borrower the Credit Parties hereunder, with respect to Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunderSecurities, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowerseach Credit Party. The Each Credit Party’s Obligations arising as a result of the joint and several liability of a Borrower the Credit Parties hereunder with respect to Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder Securities 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 Credit Parties or of any promissory note or other document evidencing all or any part of the Obligations of the other BorrowersCredit Parties, (b) the absence of any attempt to collect the Obligations from the other BorrowersCredit Parties, any Guarantor 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 Purchaser with respect to any provision of any instrument evidencing the Obligations of the other Credit Parties, or any part thereof, or any other agreement now or hereafter executed by the other Credit Parties and delivered to the Purchaser, (d) the failure by Agent the Purchaser to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its to, any security or collateral Collateral for the Obligations of the other Borrowers and GuarantorsCredit Parties, (de) the election of Agent Purchaser’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2Section-1111(b)(2) of the Bankruptcy Code, (ef) any borrowing or grant of a security interest by the other Credit Parties, as debtors-in-possession under Section 364 of the Bankruptcy Code, (g) the disallowance of all or any portion of the Purchaser’s claim(s) of Agent for the repayment of the Obligations of the other Borrowers and Guarantors Credit Parties under Section 502 of the Bankruptcy Code, or (fh) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment a Guarantor or of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionother Credit Parties. With respect to the each Credit Party’s Obligations arising as a result of the joint and several liability of a Borrower the Credit Parties hereunder with respect to Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunderSecurities, each Borrower and Guarantor Credit Party waives, until the Obligations shall have been indefeasibly paid in full in immediately available funds and this the Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent Purchaser now has or may hereafter have against Borrowers and Guarantorssuch Credit 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 AgentPurchaser to secure payment of the Obligations or any other liability of the Credit Parties to Purchaser. Upon and during the continuance of any Event of Default and for so long as the same is continuingDefault, Agent Purchaser may proceed directly and at once, without notice, against any Borrower or Guarantor Credit Party to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the any other Borrowers Credit Party or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor Credit Party consents and agrees that Agent and Lenders Purchaser shall be under no obligation to marshal any assets in favor of Borrower(s) such Credit Party or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers shall be liable for all Obligations amounts due to Agent, Issuing Bank and Secured Parties Lender under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent Lender accounts for such Loans, Letters Letter of Credit Accommodations or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made to the other Borrowers Borrower hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all both Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letters Letter of Credit Accommodations or other extensions of credit made to the other Borrowers 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 Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the other BorrowersBorrower, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor 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 Agent 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 Borrowers and GuarantorsBorrower, (de) the election of Agent Lender in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (ef) 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 Agent Lender for the repayment of the Obligations of the other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fh) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment a guarantor or of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionother Borrower. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letters Letter of Credit Accommodations or other extensions of credit made to the other Borrowers Borrower 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 Lender now has or may hereafter have against Borrowers and GuarantorsBorrowers, 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 AgentLender. Upon any Event of Default and for so long as the same is continuingDefault, Agent Lender may proceed directly and at once, without noticenotice (except as otherwise specifically provided for herein), against any either Borrower or Guarantor to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders Lender shall be under no obligation to marshal xxxxxxxx any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers shall be jointly and severally liable for all Obligations amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this AgreementAgreement and the other Financing Agreements, regardless of which Borrower actually receives the Loans, Letters Loans or Letter of Credit or other extensions of credit Accommodations hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans, Letters Letter of Credit Accommodations or other extensions of credit on its books and records. All references herein or in any of 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. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunderBorrower, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all both Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letters Letter of Credit Accommodations or other extensions of credit made to the other Borrowers hereunder 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 Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the other BorrowersBorrower, (b) the absence of any attempt to collect the Obligations from the other BorrowersBorrower, 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 Agent or any 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 Agent or any Lender, (d) the failure by Agent or any 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 Borrowers and GuarantorsBorrower, (de) the election of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2111l(b)(2) of the Bankruptcy Code, (ef) the disallowance of all or any portion of the claim(s) of Agent or any Lender for the repayment of the Obligations of the other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fg) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, a Guarantor or of the other Borrower other than to the payment extent of the Obligations and the willful misconduct, bad faith or gross negligence or willful misconduct of Agent, any Issuing Bank Agent or Lenders a Lender as determined pursuant to a final, 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, Letters Letter of Credit Accommodations or other extensions of credit made to the other Borrowers Borrower 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 or any Lender now has or may hereafter have against Borrowers and Guarantors, any endorser Borrower or any guarantor of all or any part of the Obligations, Guarantor and any benefit of, and any right to participate in, any security or collateral given to AgentAgent or any Lender. Upon any Event of Default Default, and for so long as the same such Event of Default is continuing, 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 Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal marshall any assets in favor of Borrower(s) or Guarantors against or in payment of any paymenx xx xxx or all of the Obligations.

Joint and Several Liability. Borrowers Each Borrower shall be liable for all Obligations amounts due to Agent, Issuing Bank and Secured Parties the Agent and/or any Lender from any Borrower under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit 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, Letters of Credit Loans or other extensions of credit on its books and recordsrecords (without limiting the foregoing, each Borrower shall be liable for the Loans made to each other Borrower). The Each Borrower's Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrowerit, and the each Borrower's Obligations arising as a result of the joint and several liability of a such Borrower hereunder, with respect to Loans and Letters of Credit or other extensions of credit made to the other Borrowers another Borrower hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowerssuch Borrower. The 124 126 Each Borrower's Obligations arising as a result of the joint and several liability of a such Borrower hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to the other Borrowers another Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (ai) the validity or enforceability, avoidance or subordination of the Obligations of the any other Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the any other BorrowersBorrower, (bii) the absence of any attempt to collect the Obligations from the any other BorrowersBorrower, any Guarantor other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (ciii) 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, or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to 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 and maintain its to, any security or collateral for the Obligations of the any other Borrowers and GuarantorsBorrower, (dv) the election of Agent 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, (evi) 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 the Agent's and/or any Lender's claim(s) of Agent for the repayment of the Obligations of the any other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fviii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any obligor, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrower. With respect to the each Borrower's Obligations arising as a result of the joint and several liability of a such Borrower hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to the other Borrowers any Borrower hereunder, each such 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 the Agent and/or any Lender now has or may hereafter have against Borrowers and Guarantorsany 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 Agentthe Agent and/or any Lender to secure payment of the Obligations or any other liability of any other Borrower to the Agent and/or any Lender. Each Borrower agrees if such Borrower's joint and several liability hereunder, or if any Liens securing such joint and several liability, would, but for the application of this sentence, be unenforceable under applicable law, such joint and several liability and each such Lien shall be valid and enforceable to the maximum extent that would not cause such joint and several liability or such Lien to be unenforceable under applicable law, and such joint and several liability and such Lien shall be deemed to have been automatically amended accordingly at all relevant times. Upon any Event of Default and for so long as Default, the same is continuing, Agent may proceed directly and at once, without notice, against any a Borrower or Guarantor to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the any other Borrowers Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that the Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) such Borrower or Guarantors against or in payment of any or all of the Obligations. 125 127 RELEASE. IN CONSIDERATION OF THE AGREEMENTS OF ASB CONTAINED HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, EACH BORROWER, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, AND OTHER LEGAL REPRESENTATIVES, HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY RELEASES, REMISES AND FOREVER DISCHARGES ASB AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE PRESENT AND FORMER SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, DIVISIONS, PREDECESSORS, DIRECTORS, OFFICERS, ATTORNEYS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (ASB AND ALL SUCH OTHER PERSONS BEING HEREINAFTER REFERRED TO COLLECTIVELY AS THE "RELEASEES" AND INDIVIDUALLY AS A "RELEASEE"), OF AND FROM ALL DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS, COVENANTS, CONTRACTS, CONTROVERSIES, AGREEMENTS, PROMISES, SUMS OF MONEY, ACCOUNTS, BILLS, RECKONINGS, DAMAGES AND ANY AND ALL OTHER CLAIMS, COUNTERCLAIMS, DEFENSES, RIGHTS OF SET-OFF, DEMANDS AND LIABILITIES WHATSOEVER (INDIVIDUALLY, A "CLAIM" AND COLLECTIVELY "CLAIMS") OF EVERY KIND AND NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, AT LAW OR IN EQUITY, WHICH SUCH BORROWER OR ANY OF ITS SUCCESSORS, ASSIGNS, OR OTHER LEGAL REPRESENTATIVES MAY NOW OR HEREAFTER OWN, HOLD, HAVE OR CLAIM TO HAVE AGAINST THE RELEASEES OR ANY OF THEM FOR, UPON, OR BY REASON OF ANY CIRCUMSTANCE, ACTION, CAUSE OR THING WHATSOEVER WHICH OCCURRED, AROSE OR EXISTS AT ANY TIME ON OR PRIOR TO THE DATE OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, FOR OR ON ACCOUNT OF, OR IN RELATION TO, OR IN ANY WAY IN CONNECTION WITH BORROWERS' PRIOR FINANCING ARRANGEMENTS WITH ASB, THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS OR TRANSACTIONS HEREUNDER OR THEREUNDER. EACH BORROWER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF SUCH RELEASE. EACH BORROWER AGREES THAT NO FACT, EVENT, CIRCUMSTANCE, EVIDENCE OR TRANSACTION WHICH COULD NOW BE ASSERTED OR WHICH MAY HEREAFTER BE DISCOVERED SHALL AFFECT IN ANY MANNER THE FINAL, ABSOLUTE AND UNCONDITIONAL NATURE OF THE RELEASE SET FORTH ABOVE. COVENANT NOT TO SUE. Each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (xx law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Borrower pursuant to Section 15.18 above. If any Borrower or any of their respective successors, assigns or other legal representations violates the foregoing covenant, each Borrower, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Joint and Several Liability. Borrowers Each Borrower shall be liable liable, on a joint and several basis, for all Obligations amounts due to Agent, Issuing Bank and Secured Parties the Agent and/or any Lender under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit 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, Letters of Credit Loans or other extensions of credit on its books and records. The Each Borrower's Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrowerit, and the each Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder, with respect to Loans and Letters of Credit 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 Borrowerseach Borrower. The Each Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (ai) 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, (bii) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (ciii) 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 the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to 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 and maintain its to, any security or collateral for the Obligations of the other Borrowers and GuarantorsBorrowers, (dv) the election of Agent 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, (evi) any borrowing or grant of a security interest by the other Borrowers, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of the Agent's and/or any Lender's claim(s) of Agent for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Code, or (fviii) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment a guarantor or of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionother Borrowers. With respect to the each Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to either of the other Borrowers hereunder, each such Borrower and Guarantor waives, until the Obligations shall have been paid in full in immediately available funds and this the Loan 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 Borrowers and Guarantorsany 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 Agentthe 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 the occurrence and during the continuance of any Event of Default Default, the Agent and for so long as the same is continuing, Agent Lenders 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 and Guarantor consents and agrees that the Agent and the Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) such Borrower or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers shall be liable for all Obligations amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans, Letters Letter of Credit Accommodations or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunder, shall be 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, Letters Letter of Credit Accommodations 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 Guarantors 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 any Lender 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 any Lender, (d) the failure by Agent or any 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 Borrowers and GuarantorsBorrowers, (de) the election of Agent or any Lender in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (ef) any borrowings or grant or a security interest by the other Borrowers, as debtor-in-possession under Section 364 of the Bankruptcy Code, (g) the disallowance of all or any portion of the claim(s) of Agent or any Lender for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Code, or (fh) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment a guarantor or of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionother 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 Letter of Credit Accommodations 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 or any Lender now has or may hereafter have against Borrowers and GuarantorsBorrowers, 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 AgentAgent for itself and the ratable benefit of Lender. Upon any Event of Default and for so long as the same is continuingDefault, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal xxxxxxxx any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. The Borrowers shall be jointly and severally liable for all Obligations amounts due to Agent, Issuing Bank the Agents and Secured Parties Lenders under this AgreementAgreement and the other Loan Documents, regardless of which Borrower actually receives the Loans, Letters proceeds of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which any Agent or Lender accounts for such Loans, Letters of Credit or other extensions of credit the Loans on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Each Borrower’s Obligations, and the each Borrower’s Obligations arising as a result of the joint and several liability liabilities of a Borrower hereunder, with respect to Loans and Letters of Credit 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 Borrowerseach Borrower. The Each Borrower’s 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 continuing, absolute and unconditional irrespective of (a) the validity validity, regularity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document Loan Document evidencing all or any part of the Obligations of the other Borrowers, or of any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim which may at any time be available to or be asserted by the other Borrowers against the Administrative Agent or any other Secured Party, (c) the absence of notice of the creation, renewal, extension or accrual of any of the Obligations, (d) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor Borrowers or any other security therefor, or the absence of any other action to enforce the samesame or to exercise any right of offset, (ce) the waiver, consent, extension, forbearance or granting of any indulgence by the Agents and the Required Lenders with respect to any provision 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 the Agents and the Lenders, (f) the failure by Administrative Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its to, any security or collateral for the Obligations Collateral of the other Borrowers and GuarantorsBorrowers, (dg) the any election of Agent in any proceeding instituted under the U.S. Bankruptcy Code, Code of the application of Section 1111(b)(2) of the U.S. Bankruptcy Code, (eh) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the U.S. Bankruptcy Code, (i) the disallowance of all or any portion of the claim(s) of any claim by any Agent or Lender for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the U.S. Bankruptcy Code, Code or (fj) any other circumstances whatsoever (with or without notice to or knowledge of any of the Borrowers) which might constitute a legal or equitable discharge or defense of the other Borrowers in bankruptcy or in any obligor, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictioninstance. With respect to the each Borrower’s Obligations arising as a result of the joint and several liability of a the Borrowers under this Agreement and the other Loan Documents, each Borrower hereunder waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Borrowers with respect to Loans, Letters the Obligations. With respect to each Borrower’s Obligations arising as a result of Credit or other extensions the joint and several liability of credit made to the Borrowers under this Agreement and the other Borrowers hereunderLoan Documents, each Borrower and Guarantor waives, until the Obligations shall have been paid in full in immediately available funds and this Agreement and the other Loan Documents shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent such Borrower now has or may hereafter have against Borrowers and Guarantorsany such 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 Agentany Agent or Lender to secure payment of the Obligations or any other liability of the Borrowers to any Agent or Lender. Upon and during the continuance of any Event of Default and for so long as Default, the same is continuing, Agent Agents or any other Secured Party may proceed directly and at once, without notice, to pursue its rights and remedies against any Borrower or Guarantor to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the against, or making a similar demand on, any other Borrowers Borrower or any other Person, or against any security or collateral for the ObligationsObligations (or exercising any right of offset with respect thereto), and any failure by the Agents or any other Secured Party to make a similar demand on, or to pursue its rights and remedies or to collect and recover the Obligations from, any other Borrower or any other Person, or against any security or collateral for the Obligations or right of offset, shall not relieve any Borrower of any obligation or liability hereunder, and shall not impair or effect the rights and remedies, whether express, implied or available as a matter of law, of the Agents or any other Secured Party against any Borrower. Without limiting the generality of any other waiver contained herein, each Borrower waives any right to require any Agent or any other Secured Party to: (i) proceed against any other Borrower or any other Person; (ii) proceed against or exhaust any collateral including, without limitation, the Collateral; or (iii) pursue any other right or remedy for such Borrower’s benefit. Each Borrower agrees that each Agent and Guarantor each other Secured Party may proceed against such Borrower with respect to the Obligations without taking any actions against any other Borrower or any other Person and without proceeding against or exhausting any collateral including, without limitation, the Collateral. Each Borrower agrees that each of the Agents and the other Secured Parties may unqualifiedly exercise in its sole discretion any or all rights and remedies available to it against any other Borrower without impairing such Agent’s or such other Secured Party’s rights and remedies in enforcing the Loan Documents, under which such Borrower’s liabilities shall remain independent and unconditional. Each Borrower agrees and acknowledges that any Agent’s or any other Secured Party’s exercise of certain of such rights or remedies may affect or eliminate such Borrower’s right of subrogation or recovery against the other Borrower and that such Borrower may incur a partially or totally nonreimbursable liability in performing under the Loan Documents. Without limiting the generality of any other waivers hereunder, each Borrower expressly waives any statutory or other right that such Borrower might otherwise have to: (A) limit such Borrower’s liability after a nonjudicial foreclosure sale to the difference between the Obligations and the fair market value of the property or interests sold at such nonjudicial foreclosure sale or to any other extent; (B) otherwise limit any Agent’s or any other Secured Party’s right to recover a deficiency judgment after any foreclosure sale; or (C) require any Agent or any other Secured Party to exhaust its collateral before any Agent or any Secured Party may obtain a personal judgment for any deficiency. Without limiting the generality of any other waiver contained herein, each Borrower waives all rights and defenses that such Borrower may have because any other Borrower’s Obligations are (or may be) secured by real property. This means, among other things, (i) any Agent or any other Secured Party may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by any other Borrower, and (ii) if any Agent forecloses on any real property collateral pledged by any Borrower, (A) the amount of the Obligations may be reduced only by that portion of the price for which that collateral is sold at a foreclosure sale, even if the collateral is worth more than the sale price and (B) the Agents and the other Secured Parties may collect from such Borrower even if the Agents, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from any other Borrower. The foregoing waiver is an unconditional and irrevocable waiver of any rights and defenses any Borrower may have because any other Borrower’s Obligations are secured by real property. Without limiting the generality of any other waiver contained herein, each Borrower waives all rights and defenses arising out of an election of remedies by any Agent or any other Secured Party, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for any Obligation has destroyed such Borrower’s rights of subrogation and reimbursement against any other Borrower by operation of 103 applicable law or otherwise. Without limiting the generality of the foregoing, each Borrower expressly and irrevocably waives, to the fullest extent permitted by applicable law, any and all rights and defenses including, without limitation, any rights of indemnification and contribution which might otherwise be available to such Borrower under applicable law or otherwise; provided that notwithstanding the foregoing, any such rights of indemnification and contribution shall be waived only until the Obligations shall have been paid in full in immediately available funds and the Agreement shall have been terminated. Each Borrower consents and agrees that Agent and Lenders the Agents shall be under no obligation to marshal any assets in favor of Borrower(s) such Borrower or Guarantors 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 all Obligations due to Agent, Issuing Bank the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and Secured Parties is jointly and severally liable under this Agreement, regardless Agreement and the other Loan Documents. Any payment made by a Borrower in respect of which Borrower actually receives the Loans, Letters of Credit Obligations owing by one or other extensions of credit hereunder or the amount more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Term Loans received deemed to be extended to or on behalf of any Borrower shall be deemed to be Term Loans extended for or on behalf of each of the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and recordsBorrowers. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrower, and the Obligations arising as a result of Each Borrower agrees that the joint and several liability of a Borrower hereunderthe 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 Loans and Letters of Credit 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 any of the joint and several liability of a Borrower hereunder Obligations, nor by any other agreements or arrangements whatsoever 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 (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or with any other Person, each Borrower hereby waiving all notice of any promissory note such delay, extension, release, substitution, renewal, compromise or other document evidencing 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 part 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 of Obligations, the other BorrowersNotes, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor this Agreement or any other security thereforLoan Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or the absence of insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other action to enforce the same, person or any collateral. Each Borrower hereby irrevocably waives and releases each other Borrower from all “claims” (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 as defined in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2101(5) of the Bankruptcy Code, (e) the disallowance of all to which such Borrower is or any portion would be entitled by virtue of the claim(s) of Agent for the repayment provisions of the Obligations first paragraph of this Section 11.14 or the other Borrowers and Guarantors under Section 502 performance 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, any Issuing Bank 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 such Borrower’s obligations thereunder with respect to Loans, Letters of Credit 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(whether contractual, any endorser or any guarantor of all or any part under Section 509 of the ObligationsBankruptcy Code or otherwise), and any benefit ofreimbursement, and any right to participate incontribution, any security exoneration or collateral given to Agent. Upon any Event of Default and for so long as the same is continuingsimilar right, Agent may proceed directly and at once, without notice, against any Borrower or Guarantor to collect and recover the full amountindemnity, or any portion right of the Obligations, without first proceeding against the other Borrowers or recourse to security for any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. (a) Each of the Borrowers acknowledges and agrees that (i) it is a co-borrower hereunder and shall be jointly and severally, with the other Borrower, directly and primarily liable for all the Obligations due to Agent, Issuing Bank and Secured Parties under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit Loans or other extensions of credit hereunder or the amount of such Loans or other extensions of credit received or the manner in which Agent the Administrative Agent, the Letter of Credit Issuer and/or any Lender accounts for such Loans, Letters of Credit Loans or other extensions of credit on its books and records, (ii) each of the Borrowers shall have the obligations of co-maker and shall be primary obligors with respect to all Loans, the Notes, the Letters of Credit and the other Obligations, it being agreed that such extensions of credit to each Borrower inure to the benefit of both Borrowers, and (iii) the Administrative Agent, the Letter of Credit Issuer and each of the Lenders is relying on such joint and several liability of the Borrowers as co-makers in extending the Loans and issuing the Letters of Credit hereunder. The Obligations Each Borrower’s obligations with respect to Loans and made to it or with respect to any Letters of Credit or other extensions of credit made to a Borrowerissued for its account, and the Obligations each Borrower’s obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder, with respect to Loans and Letters of Credit or other extensions of credit made to the other Borrowers Borrower hereunder or with respect to any Letters of Credit issued for the account of the other Borrower hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowerseach Borrower. The Obligations arising as a result 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 Obligation payable to the joint and several liability of a Borrower hereunder with respect to LoansAdministrative Agent, Letters the Letter 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 Issuer or any part of the Obligations of the other BorrowersLender, (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 each such Borrower will forthwith pay 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 without notice 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, any Issuing Bank 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 Loans, Letters of Credit 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligationsdemand.

Joint and Several Liability. All Borrowers shall be liable for all Obligations amounts due to Agent, Issuing Bank and Secured Parties Lender under this Agreement, regardless of which Borrower actually receives the Loans, Advances or Letters of Credit or other extensions of credit hereunder or the amount of such Loans Advances received or the manner in which Agent Lender accounts for such LoansAdvances, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit 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 Loans and Letters of Credit or other extensions of credit 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 LoansAdvances, 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, any Guarantor 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 Lender 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 Lender, (d) the failure by Agent 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 Borrowers and GuarantorsBorrowers, (de) the election of Agent Lender 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, (ef) the disallowance of all or any portion of the claim(s) of Agent Lender for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Code, or (fg) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, the other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrowers. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to LoansAdvances, Letters of Credit 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 Lender now has or may hereafter have against Borrowers and GuarantorsBorrowers, 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 AgentLender. Upon any Event of Default and for so long as the same is continuing, Agent Lender 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 and Guarantor consents and agrees that Agent and Lenders Lender shall be under no obligation to marshal any marsxxxx xxx assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers The liability of each Borrower for all amounts due to Lender under this Agreement shall be liable for all Obligations due to Agent, Issuing Bank joint and Secured Parties under this Agreement, several regardless of which Borrower actually receives the Loans, Letters of Credit Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent Lender accounts for such Loans, Letters of Credit Loans or other extensions of credit or on its books and records. The Each Borrower's Obligations with respect to Revolving Loans and Letters of Credit or other extensions of credit made to a Borrowerit, and the related fees, costs and expenses, and each Borrower's Obligations arising as a result of the joint and several liability of a each Borrower hereunder, with respect to Revolving Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunder, together with the related fees, costs and expenses, shall be separate and distinct obligations, but all such Obligations shall be of which are primary obligations of all Borrowerseach Borrower. The Each Borrower's Obligations arising as a result of the joint and several liability of a the Borrower hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to the other Borrowers Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (ai) the validity or validity, enforceability, avoidance or subordination of the Obligations of the other Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the other BorrowersBorrower, (bii) the absence of any attempt to collect the Obligations from the other BorrowersBorrower, any Guarantor other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (ciii) the waiver, consent, extension, forbearance or granting of any indulgence by Lender with respect to any provision 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, (iv) the failure by Agent Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its to, any security or collateral for the Obligations of the other Borrowers and GuarantorsBorrower, (dv) the election of Agent Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (evi) any borrowing or grant of a security interest by the other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of the Lender's claim(s) of Agent for the BANC OF AMERICA COMMERCIAL FUNDING LOAN AND SECURITY AGREEMENT ------------------------------------------------------------------------------ repayment of the Obligations of the other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fviii) any other circumstances circumstance which might constitute a legal or equitable discharge or defense of any obligor, other than the payment a guarantor or of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionother Borrower. With respect to the each Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to the other Borrowers hereunder, each such Borrower and Guarantor waives, until the Obligations shall have been indefeasibly paid in full in immediately available funds and this the Loan Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent Lender now has or may hereafter have against Borrowers and Guarantorsany Borrower, any endorser or of 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 AgentLender to secure payment of the Obligations or any other liability of the Borrowers to Lender, whether any such right arises by way of suretyship or otherwise. Borrowers hereby further waive, to the fullest extent permitted by law, all suretyship or similar defense in respect of Lender and the transactions contemplated herein. Upon any Event of Default and for so long as the same is continuingDefault, Agent may Lender may, at its sole election, 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 any other Borrowers Borrower or any other Personperson, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders Lender shall not be under no any obligation to marshal any assets in favor of Borrower(s) such Borrower or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. All Borrowers shall be liable for all Obligations amounts due to Agent, Issuing Bank and Secured Parties Lender under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit or other extensions of credit Revolving Advances hereunder or the amount of such Loans Revolving Advances received or the manner in which Agent Lender accounts for such Loans, Letters of Credit Revolving Advances or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit Revolving 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 Loans and Letters of Credit or other extensions of credit Revolving Advances made to the other Borrowers Borrower 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 Revolving Advances or other extensions of credit made to the other Borrowers 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 Borrowers Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the other BorrowersBorrower, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor 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 Agent 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 Borrowers and GuarantorsBorrower, (de) the election of Agent Lender 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, (ef) the disallowance of all or any portion of the claim(s) of Agent Lender for the repayment of the Obligations of the other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fg) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, the other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrower. 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 Revolving Advances or other extensions of credit made to the other Borrowers Borrower 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 Lender now has or may hereafter have against Borrowers and GuarantorsBorrowers, 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 AgentLender. Upon any Event of Default and for so long as the same is continuing, Agent Lender 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 Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders Lender shall be under no obligation to marshal xxxxxxxx any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. (a) Each of the Borrowers acknowledges and agrees that (i) it is a co-borrower hereunder and shall be jointly and severally, with the other Borrower, directly and primarily liable for all the Obligations due to Agent, Issuing Bank and Secured Parties under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit 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, Letters of Credit Loans or other extensions of credit on its books and records, (ii) each of the Borrowers shall have the obligations of co-maker and shall be primary obligors with respect to all Loans, the Notes, the Letters of Credit and the other Obligations, it being agreed that such extensions of credit to each Borrower inure to the benefit of both Borrowers, and (iii) the Administrative Agent and each of the Lenders is relying on such joint and several liability of the Borrowers as co-makers in extending the Loans and issuing the Letters of Credit hereunder. The Obligations Each Borrower's obligations with respect to Loans and made to it or with respect to any Letters of Credit or other extensions of credit made to a Borrowerissued for its account, and the Obligations each Borrower's obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder, with respect to Loans and Letters of Credit or other extensions of credit made to the other Borrowers Borrower hereunder or with respect to any Letters of Credit issued for the account of the other Borrower hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowerseach Borrower. The Obligations arising as a result Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of the joint and several liability of a Borrower hereunder with respect to Loansany principal of, Letters of Credit or other extensions of credit made interest on, any Obligation payable by it to the other Borrowers hereunder shallLender, 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 it will forthwith pay 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 without notice 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, any Issuing Bank 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 Loans, Letters of Credit 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligationsdemand.

Joint and Several Liability. (a) All Borrowers shall be liable for all Obligations amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this Agreement, regardless of which Borrower actually receives the Loans, Loans or Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts 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 and Letters of Credit 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 Loans and Letters of Credit 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 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 (ai) 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, (bii) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor Borrowers or any other security therefor, or the absence of any other action to enforce the same, (ciii) 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 and GuarantorsBorrowers, (dv) 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, (evi) 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 and Guarantors under Section 502 of the Bankruptcy Code, or (fvii) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, the other Borrowers other than the payment Full Payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionObligations. 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 and Guarantor waives, until Full Payment of 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 or Lenders now has or may hereafter have against Borrowers and GuarantorsBorrowers, 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 AgentAgent and Lenders. Upon any Event of Default and for so long as the same is continuing, DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Agent and Lenders 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 and Guarantor consents and agrees that Agent and Lenders Xxxxxxx shall be under no obligation to marshal any assets in favor of Borrower(sXxxxxxxx(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers Each Borrower unconditionally guarantees the payment in full and performance of the other Borrowers' Obligations hereunder. Each Borrower shall be liable for all Obligations amounts due to Agent, Issuing Bank and Secured Parties the Lender under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent the Lender accounts for such Loans, Letters of Credit Loans or other extensions of credit on its books and records. The Each Borrower's Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrowerit, and the each Borrower's Obligations arising as a result of the joint and several liability of a Borrower the Borrowers hereunder, with respect to Loans and Letters of Credit 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 Borrowersthat Borrower. The Each Borrower's Obligations arising as a result of the joint and several liability of a such Borrower hereunder with respect to Loans, Letters of Credit Loans or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (ai) 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, (bii) the absence of any attempt to collect the Obligations from the any other BorrowersBorrower, any Guarantor other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (ciii) the waiver, consent, extension, forbearance or granting of any indulgence by the 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 and delivered to the Lender, (iv) the failure by Agent the Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its to, any security or collateral for the Obligations of the any other Borrowers and GuarantorsBorrower, (dv) the election of Agent Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (evi) 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 the Lender's claim(s) of Agent for the repayment of the Obligations of the any other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fviii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any obligor, other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrower. With respect to the each Borrower's Obligations arising as a result of the joint and several liability of a that Borrower hereunder with respect to Loans, Letters of Credit Loans 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 the Loan Agreement shall have been terminated, any right to enforce any right of subrogation or and any remedy which Agent the Lender now has or may hereafter have against Borrowers and Guarantorsany 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 Agentthe Lender to secure payment of the Obligations or any other liability of any other Borrower to the Lender. Upon any Event of Default and for so long as Default, the same is continuing, Agent Lender may proceed directly and at once, without notice, against any Borrower or Guarantor all Borrowers to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the any other Borrowers Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders the Lender shall be under no obligation to marshal any assets in favor of Borrower(s) that Borrower or Guarantors against or in payment of any or all of the Obligations. The Obligations of each Borrower under this Section 15.19 (the Guarantor-Borrower) with respect to Loans (and 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 15.19 without rendering such claim voidable or avoidable under Section 548 of the Bankruptcy Code or under any similar state statute or common law.

Joint and Several Liability. All Borrowers shall be jointly and severally liable for all Obligations amounts due to Agent, Issuing Bank Administrative Agent and Secured Parties Lenders under this AgreementAgreement and the other Financing Agreements, regardless of which Borrower actually receives the Loans, Letters Loans or Letter of Credit or other extensions of credit Accommodations hereunder or the amount of such Loans received or the manner in which Administrative Agent or any Lender accounts for such Loans, Letters Letter of Credit Accommodations or other extensions of credit on its books and records. All references herein or in any of 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. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunderBorrowers, shall be 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, Letters Letter of Credit Accommodations 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 waiver, consent, extension, forbearance or granting of any indulgence by Administrative Agent or any Lender 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 Administrative Agent or any Lender, (d) the failure by Administrative Agent or any 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 Borrowers and GuarantorsBorrowers, (de) the election of Administrative Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (ef) the disallowance of all or any portion of the claim(s) of Administrative Agent or any Lender for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Code, or (fg) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, a Guarantor or of the other Borrowers other than to the payment extent of the Obligations and the willful misconduct, bad faith or gross negligence or wilful misconduct of Agent, any Issuing Bank Administrative Agent or Lenders a Lender as determined pursuant to a final, 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, Letters Letter of Credit Accommodations 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 Administrative Agent or any Lender now has or may hereafter have against Borrowers and Guarantors, any endorser Borrower or any guarantor of all or any part of the Obligations, Guarantor and any benefit of, and any right to participate in, any security or collateral given to AgentAdministrative Agent or any Lender. Upon any Event of Default Default, and for so long as the same such Event of Default is continuing, Administrative 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 and Guarantor consents and agrees that Administrative Agent and Lenders shall be under no obligation to marshal xxxxxxxx any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers In consideration of the establishment of the Purchaser agreeing to advance the Loans pursuant to the terms of this Agreement, and of the benefits that each of the Company and the Surviving Company (individually a “Obligor” and collectively, the “Obligors”) anticipates to result therefrom, the Obligors agree that, notwithstanding any other provision contained herein or in the other Loan Documents, the Obligors shall be fully liable for all Obligations due to Agentof the obligations hereunder and under the other Loan Documents, Issuing Bank both severally and Secured Parties under this Agreementjointly, regardless of which Borrower whether an Xxxxxxx actually receives the proceeds of the Loans. Accordingly, Letters each Obligor irrevocably agrees with the Purchaser that they will make prompt payment in full when due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) of Credit the obligations evidenced by the Notes or other extensions of credit arising hereunder or under any other Loan Document, strictly in accordance with the amount terms hereof and thereof. Each Obligor hereby further agrees that if any Obligor shall fail to pay in full in cash when due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) any of such Loans received obligations, then they will promptly pay the same, without any demand or notice whatsoever, and that in the manner case of any extension of time of payment or renewal of any such obligations, the same will be promptly paid in which Agent accounts for full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such Loans, Letters of Credit extension or other extensions of credit on its books and recordsrenewal. The Obligations with respect to Loans obligations of each Obligor under this Section 8.18 are absolute and Letters of Credit or other extensions of credit made to a Borrower, and the Obligations arising as a result unconditional irrespective of the joint and several liability value, genuineness, validity, regularity or enforceability of a Borrower hereunderthe obligations of any other Obligor under this Agreement or any other Loan Document, with respect to Loans and Letters or any substitution, release or exchange of Credit any other guarantee of or other extensions security for any of credit made to the other Borrowers hereunder, shall be separate and distinct such 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 shalland, to the fullest extent permitted by lawapplicable 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 circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of any obligora surety or guarantor, other than it being the payment intent of this Section 8.18 that the joint and several obligations of the Obligations Obligors hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the willful misconductgenerality of the foregoing, bad faith or gross negligence of Agent, any Issuing Bank 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 it is agreed that the joint and several liability of a Borrower hereunder with respect the Obligors shall remain absolute, irrevocable and unconditional under any and all circumstances and shall not be affected by the occurrence of any one or more of the following: (x) at any time or from time to Loanstime, Letters of Credit or other extensions of credit made without notice to the Obligors, the time for any performance of or compliance with any of the obligations hereunder or under the Notes shall be extended, or such performance or compliance shall be waived; (y) the maturity of any such obligations shall be accelerated or delayed, or any of such obligations shall be modified, supplemented or amended in any respect, or any right or obligation under this Agreement or any other Borrowers hereunderagreement or instrument referred to herein shall be waived or any other guarantee of any of such obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with or (z) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of an Obligor. All rights, each Borrower and Guarantor waivesif any, until of any Obligor against the Obligations other Obligor arising by way of subrogation or otherwise in connection with any payment of the obligations of the other Obligor under this Agreement or any other Loan Document shall have been paid in all respects be irrevocably waived prior to the payment in full in immediately available funds and this Agreement shall have been terminated, any right to enforce any right cash 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligationsobligations under the Notes, this Agreement and the other Loan Documents.

Joint and Several Liability. The Loans shall constitute one general Obligation of Borrowers, and shall be secured by Agent's Lien for the ratable benefit of Agent and Lenders upon all of the Collateral. Each of the Borrowers shall be irrevocably and unconditionally jointly and severally liable for hereunder and under each of the other Loan Documents with respect to all Obligations due to Agent, Issuing Bank and Secured Parties under this AgreementObligations, regardless of which Borrower of the Borrowers actually receives the Loans, Letters proceeds of Credit the Loans or the benefit of any other extensions of credit hereunder or the amount of such Loans received or the manner in which Borrowing Agent, Borrowers, Agent or any Lender accounts for such Loanstherefor in their respective books and records. Notwithstanding the foregoing, (a) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit or other extensions of credit on LC Guaranties issued for its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borroweraccount, and the Obligations related fees, costs and expenses, and (b) its obligations and liabilities arising as a result of the joint and several liability of a Borrower hereunder, Borrowers hereunder with respect to proceeds of Loans and received by, or Letters of Credit or other extensions LC Guaranties issued for the account of, any of credit made to the other Borrowers hereunderBorrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, but all such Obligations shall be both of which are primary obligations of all Borrowerssuch Borrower. The Obligations arising as a result of Neither the joint and several liability of a of, nor the Liens granted to Agent hereunder and under the other Loan Documents by, any Borrower hereunder shall be impaired or released by any action or inaction on Agent's or any Lender's part, or any other event or condition with respect to Loansany other Borrower, Letters of Credit including any such action or inaction or other extensions of credit made to the other Borrowers hereunder shallevent or condition, 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 thereforwhich might otherwise constitute a defense available to, or the absence of any other action to enforce the samea discharge of, (c) the failure by Agent to take any steps to perfect and maintain its security interest insuch Borrower, or to preserve its rights and maintain its security a guarantor or collateral surety of or 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, any Issuing Bank 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 Loans, Letters of Credit 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers shall be be, jointly and severally, liable for all Obligations amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent Lender accounts for such Loans, Letters Letter of Credit Accommodations or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made to the other Borrowers Borrower hereunder, shall be 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, Letters Letter of Credit Accommodations or other extensions of credit made to the other Borrowers 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 Borrowers Borrower 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 BorrowersBorrower, any Guarantor 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 Agent, Required Lenders or all Lenders, as applicable 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 Agent or Lenders, as applicable, (d) the failure by Agent or 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 Borrowers and GuarantorsBorrower, (de) the election of Agent in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (ef) the disallowance of all or any portion of the claim(s) of Agent and Lenders for the repayment of the Obligations of the other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (fg) any other circumstances which might constitute a legal or equitable discharge or defense of any obligorObligor or of the other Borrower, other than the payment of the Obligations and the willful wilful misconduct, gross negligence or bad faith or gross negligence of Agent, any Issuing Bank or Lenders Agent 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, Letters Letter of Credit Accommodations or other extensions of credit made to the other Borrowers Borrower 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 and Lenders (subject to Section 14 hereof, as between Agent and Lenders) now has or may hereafter have against Borrowers and GuarantorsBorrowers, 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, 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 Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal xxxxxxxx any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers 7. If more than one person signs this Agreement, each person shall be liable for all Obligations due an accountholder and their obligations under this Agreement shall be joint and several. The legal ownership of the account shall be in such form as the accountholders shall designate in the Application and Agreement form and as reflected in the account title. In the event no designation is made, MLPF&S is authorized to Agentdeal with the accountholders as tenants in common (without rights of survivorship). Notwithstanding the choice of law provisions of Paragraph 11, Issuing Bank and Secured Parties which shall govern the contractual obligations of the parties under this Agreement, regardless the legal ownership of which Borrower actually receives the Loansaccount shall be governed by and interpreted under the internal laws of the state of permanent residence of accountholders who are U.S. citizens. Non-resident aliens agree that the form of joint ownership designated for the account shall be governed (notwithstanding the laws of any other jurisdiction to the contrary) by the internal laws of the State of New York and, Letters for purposes of Credit or other extensions determining all matters with regard to the account, agree to submit to the jurisdiction of credit hereunder or the amount courts of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrower, New York and the Obligations arising as a result Federal Courts in the Southern District of New York and consent to service of process by certified mail to the account's address of record. All accountholders agree that each accountholder has authority to transact any business on behalf of the joint account as fully and several liability completely as if each accountholder were the sole owner of a Borrower hereunderthe account. Subject to MLPF&S policies, MLPF&S may accept orders and instructions, written or oral, with respect to Loans the account from each accountholder, without notice to any other accountholder, for the receipt, transfer and Letters withdrawal of Credit funds by check, wire transfer or otherwise and for the purchase, sale, exchange, transfer or other extensions disposition of credit made to securities and other property (including margin transactions and short sales if the accountholders have selected the Investor CreditLine service). All accountholders further agree that all securities and other Borrowers hereunderproperty that MLPF&S may be holding for any of them, either in this account or otherwise, shall be separate subject to a lien for the discharge of the obligations of this account to MLPF&S, such lien to be in addition to any rights and distinct obligationsremedies MLPF&S may otherwise have. In the event of the death of an accountholder, but divorce of married accountholders, assignment of an accountholder's interest or other event that causes a change in ownership of the account, all accountholders or the surviving accountholder(s) as the case may be shall immediately give MLPF&S written notice thereof, and MLPF&S may, in such Obligations event, take such action, including requiring such documents or imposing such restrictions on the account, as MLPF&S may deem necessary in the circumstances. The estate of a deceased accountholder and a departing accountholder by assignment or divorce shall remain liable, jointly and severally, with the remaining or surviving accountholder(s), for any obligations of the account arising before MLPF&S receives such notice, or incurred in liquidation of the account or the adjustment of the interests of the accountholders. In the event of any such change in ownership of the account, MLPF&S is authorized to divide or retitle the account in accordance with the form of legal ownership of the account as reflected on the records of MLPF&S, or by written instructions of the remaining or surviving accountholder(s), or by obtaining a court order, as MLPF&S may reasonably determine is appropriate in the circumstances. Unless agreed otherwise among the account holders in a writing provided to MLPF&S, joint accounts designed "with right of survivorship" (e.g., JTWROS) shall vest the interest of a deceased accountholder in the surviving accountholder(s) and accounts designated "without right of survivorship" (e.g., TIC) shall entitle the estate of a deceased accountholder and the surviving accountholder(s) to equal shares of the account. All accountholders agree to indemnify MLPF&S against any liability, loss or expense incurred from acting in accordance with this Agreement in the event of a change in ownership of the account. All statements, notices or other communications sent or given to one accountholder by MLPF&S shall be primary obligations of considered notice to all Borrowersaccountholders. The Obligations arising as In the event MLPF&S receives inconsistent instructions from two or more accountholders, reasonably believes instructions received from one accountholder are not mutually agreeable to all accountholders, or receives a result of the joint and several liability of a Borrower hereunder court order with respect to Loansthe account, Letters of Credit MLPF&S may, but is not obligated to, restrict activities in the account, require that all instructions be in writing signed by all accountholders, suspend or other extensions of credit made to terminate the other Borrowers hereunder shall, to CMA Service and/or file an interpleader action in an appropriate court at the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination expense 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, any Issuing Bank 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 Loans, Letters of Credit 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, 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 and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligationsaccountholders.

Joint and Several Liability. Borrowers Each Borrower hereunder shall be liable for jointly and severally obligated to repay all Obligations due to Agent, Issuing Bank Loans made hereunder and Secured Parties under this Agreementall other Obligations, regardless of which Borrower actually receives the Loans, Letters of Credit or other extensions of credit as if each Borrower hereunder or the amount of such Loans directly received or the manner in which Agent accounts for all such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrower, and the Obligations arising as a result of the joint and several liability of a Each Borrower hereunder, with respect to Loans and Letters of Credit 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 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 waives (a) any suretyship defenses available to it under the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all UCC or any part of the Obligations of the other Borrowersapplicable Law, and (b) any right to require the absence of Lenders or Agent to: (i) proceed against any attempt to collect the Obligations from the other Borrowers, any Guarantor Borrower or any other Person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Agent may exercise or not exercise any right or remedy they have against any Borrower or any security therefor(including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of the Lenders and Agent under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or the absence of any other action to enforce the same, (c) the failure by Agent to take Person now or hereafter primarily or secondarily liable for 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 GuarantorsObligations, (d) the election of Agent in for 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, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. With made by Borrower with respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder in connection with respect to Loans, Letters of Credit 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 or otherwise and all rights that it might have been terminatedto benefit from, 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 for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or collateral given to Agentotherwise. Upon any Event of Default and Any agreement providing for so long as the same is continuingindemnification, Agent may proceed directly and at once, without notice, against any Borrower or Guarantor to collect and recover the full amount, reimbursement or any portion other arrangement prohibited under this Section 2.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 2.10, such Borrower shall hold such payment in trust for the Lenders and Agent and such payment shall be promptly delivered to Agent for application to the Obligations, without first proceeding against the other Borrowers whether matured or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligationsunmatured.

Joint and Several Liability. (a) All Borrowers shall be liable liable, on a joint and several basis, for all Obligations Obligations, including, without limitation, all amounts due to Agent, Issuing Bank Agent and Secured Parties Lenders under this AgreementAgreement and the Other Documents, regardless of which Borrower actually receives the Loans, Letters of Credit Advances or other extensions proceeds of credit hereunder or the amount of such Loans received Obligations or the manner in which Agent accounts and Lenders account for such Loans, Letters of Credit Advances or other extensions of credit Obligations on its books and recordsrecords or for any other reason. The Obligations with respect to Loans and Letters of Credit or other extensions of credit 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 Loans and Letters of Credit or other extensions of credit 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 Loans, Letters of Credit Advances or other extensions of credit made to the other Borrowers hereunder Obligations shall, to the fullest extent permitted by law, be unconditional irrespective of (ai) 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, (bii) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor Borrowers or any other security therefor, or the absence of any other action to enforce the same, (ciii) 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, (iv) the failure by Agent Agent, Lenders or any other Person 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 GuarantorsBorrowers, (dv) the election of Agent 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, (evi) the disallowance of all or any portion of the claim(s) of Agent Agent, Lenders or any other Person for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Code, or (fvii) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, the other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrowers. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to LoansAdvances, Letters of Credit or other extensions of credit made to the other Borrowers hereunderObligations, 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 Agent, Lenders or any other Person now has or may hereafter have against Borrowers and GuarantorsBorrowers, 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 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 and Guarantor consents and agrees that Agent and none of Agent, Lenders or any other Person shall be under no any obligation to marshal any assets in favor of Borrower(s) or Guarantors any other Person or against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers Each Borrower shall be jointly and severally liable for all Obligations amounts due to Agent, Issuing Bank and Secured Parties the Lender under this AgreementAgreement and the other Loan Documents, regardless of which Borrower actually receives the Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrower, and the Obligations arising as a result proceeds of the Term Loan received by such Borrower. All references herein or in any of the other Loan Documents to any of the obligations of Borrowers to make any payment hereunder or thereunder shall constitute joint and several liability of a Borrower hereunder, with respect to Loans and Letters of Credit 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 Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder Term Loan 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 Borrower or of any promissory note or other document evidencing all or any part of the Obligations of the other BorrowersBorrower, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor or any other security therefor, Borrower or the absence of any other action to enforce the same, (c) the failure waiver, consent, extension, forbearance or granting of any indulgence by Agent the Lender with respect to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for provisions of any instrument evidencing the Obligations of the other Borrowers Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and Guarantorsdelivered to the Lender, (d) the election of Agent the Lender 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 the Lender for the repayment of the Obligations of the other Borrowers and Guarantors Borrower under Section 502 of the Bankruptcy Code, or (f) any other circumstances which that might constitute a legal or equitable discharge or defense of any obligor, the other than the payment of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionBorrower. 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 and Guarantor waives, until the Obligations shall have been paid in full in immediately available funds and this Agreement shall have been terminatedfull, any right to enforce any right of subrogation or any remedy which Agent that the Lender now has or may hereafter have against Borrowers and Guarantors, any endorser or any guarantor of all or any part of the Obligations, Borrower and any benefit of, and any right to participate in, any security or collateral given to Agentthe Lender. Upon At any time an Event of Default exists or has occurred and for so long as the same is continuing, Agent the Lender 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 notice to (except as provided in Section 7.01 hereof) or first proceeding against the other Borrowers Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.

Joint and Several Liability. Borrowers Each Borrower and Guarantor shall be liable for all Obligations amounts due to Agent, Issuing Bank and Secured Parties Lender under this Agreement, regardless of which Borrower actually receives the Loans, Letters of Credit Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent Lender accounts for such Loans, Letters Letter of Credit Accommodations, Supplemental Letter of Credit Accommodations, or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit 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 Loans and Letters of Credit or other extensions of credit made to the other Borrowers hereunder, shall be 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, Letters Letter of Credit Accommodations, Supplemental Letter of Credit Accommodations, 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 Guarantors 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 Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Lender, (d) the failure by Agent 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 Borrowers and GuarantorsBorrowers, (de) the election of Agent Lender in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (ef) any borrowings or grant or a security interest by the other Borrowers, as debtor-in-possession under Section 364 of the Bankruptcy Code, (g) the disallowance of all or any portion of the claim(s) of Agent Lender for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Code, or (fh) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment a guarantor or of the Obligations and the willful misconduct, bad faith or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdictionother 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 Letter of Credit Accommodations, Supplemental Letter of Credit Accommodations, 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 Lender now has or may hereafter have against Borrowers and GuarantorsBorrowers, 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 AgentLender. Upon any Event of Default and for so long as the same is continuingDefault, Agent Lender may proceed directly and at once, without noticenotice (except to the extent notice is required hereunder or under any applicable law), 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 and Guarantor consents and agrees that Agent and Lenders Lender shall be under no obligation to marshal xxxxxxxx any assets in favor of Borrower(s) or Guarantors against or in payment of any or all of the Obligations.