Common use of Borrowing Agency Provisions Clause in Contracts

Borrowing Agency Provisions. Each Borrower hereby irrevocably designates the Borrowing Agent to be its attorney and agent and in such capacity to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of such Borrower, and hereby authorizes the Agent to pay over or credit all Loan proceeds and other Credit Extensions hereunder in accordance with the request of the Borrowing Agent. Although they are separate legal entities that observe all corporate and organizational formalities consistent with such separateness, the Borrowers are part of one consolidated organization constituting a single economic and business enterprise and share an identity of interests such that any benefit received by any Borrower benefits the other Borrowers. The handling of this credit facility as a co-borrowing facility in the manner set forth in this Agreement is solely as an accommodation to the Borrowers and at their request. Neither the Agent, nor any Lender shall incur liability to any Borrower or any other Person as a result thereof. To induce the Agent and the Lenders to do so and in consideration thereof, each Borrower hereby indemnifies the Agent and each Lender and holds the Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against the Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of the Borrowers as provided herein, reliance by the Agent or any Lender on any request or instruction from the Borrowing Agent or any other action taken by the Agent or any Lender with respect to this Section 2.17, except due to willful misconduct or gross negligence of the Agent or any Lender.

Borrowing Agency Provisions. Each (a) At the request of, and solely as an accommodation to, Borrowers, the Lenders have agreed to make the Loans to, and to issue Letters of Credit for the FMC Borrowers and the FRC Borrowers on a joint and several basis as co-borrowers. In order to facilitate the co-borrowing arrangement, each FMC Borrower hereby irrevocably designates the Borrowing Agent Holdings to be its attorney and agent and attorney-in-fact for purposes of the Loan Documents, and each FRC Borrower hereby irrevocably designates Retail to be its agent and attorney-in-fact for purposes of the Loan Documents, and each of them hereby irrevocably authorizes such agent in such capacity to borrowtake such actions on behalf of the applicable FMC Borrower or FRC Borrower, sign and endorse notesas the case may be, and to exercise such powers under this Agreement and the other Loan Documents on such Borrower's behalf as may otherwise be exercised by such Borrower, together with such powers as are incidental thereto, including without limitation to borrow Loans, to execute and deliver all instrumentsNotices of Borrowing, Notices of Conversion/Continuation, requests for Letters of Credit, Borrowing Base Certificates and such other documents, writings instruments and certificates required by the Loan Documents in connection with any Borrowing or repayment of the Loans, to borrow, repay, reborrow, convert and continue Loans and to receive proceeds of Loans and to give all other notices and consents hereunder. Each Borrower further assurances now or hereafter required hereunder, on behalf of such Borrower, and hereby irrevocably authorizes the Agent to act on all such documents, instruments and certificates delivered by such agents and attorneys-in-fact, and to pay over and credit the proceeds of any Loans so requested to the Designated Account of FMC or credit all Loan proceeds FRC, as applicable. Each of Holdings and other Credit Extensions hereunder Retail hereby accepts the appointment to act as agent and attorney in accordance with fact for the request FMC Borrowers and the FRC Borrowers, as the case may be. The Agent and each Lender shall be entitled to rely absolutely on the appointment and authorization of Holdings to act on behalf of the Borrowing Agent. Although they are separate legal entities that observe FMC Borrowers and of Retail to act on behalf of the FRC Borrowers with respect to all corporate matters relating to this Agreement and organizational formalities consistent with such separateness, the Borrowers are part of one consolidated organization constituting a single economic and business enterprise and share an identity of interests such that any benefit received by any Borrower benefits the other Loan Documents, whether or not any provision of this Agreement or any other Loan Documents specifically provides that action may or shall be taken by Holdings or Retail on behalf of the FMC Borrowers or the FRC Borrowers. The handling of this credit facility as a co-borrowing facility in the manner set forth in this Agreement is solely as an accommodation to the Borrowers and at their request. Neither the Agent, nor any Lender shall incur liability to any Borrower or any other Person as a result thereof. To induce the Agent and the Lenders may give all notices to do so any FMC Borrower to Holdings and in consideration thereofto any FRC Borrower to Retail. Each Borrower agrees that each notice, each election, representation and warranty, covenant, agreement and undertaking made on its behalf by Holdings or Retail, as the case may be, shall be deemed for all purposes to have been made by such Borrower hereby indemnifies and shall be binding upon and enforceable against such Borrower to the Agent and each Lender and holds same extent as if the Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against the Agent or any Lender same had been made directly by any Person arising from or incurred by reason of the handling of the financing arrangements of the Borrowers as provided herein, reliance by the Agent or any Lender on any request or instruction from the Borrowing Agent or any other action taken by the Agent or any Lender with respect to this Section 2.17, except due to willful misconduct or gross negligence of the Agent or any Lendersuch Borrower.

Borrowing Agency Provisions. (a) Each Borrower Loan Party hereby irrevocably designates the Borrowing Agent to be its attorney and agent and in such capacity to (i) borrow, (ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse notes, and (v) execute and deliver all instruments, documents, applications, security agreements, reimbursement agreements and letter of credit agreements for Letters of Credit and all other certificates, notice, writings and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuer upon any amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in connection with this Agreement and the Other Documents, all on behalf of and in the name such BorrowerLoan Party or Loan Parties, and hereby authorizes the Agent to pay over or credit all Loan loan proceeds and other Credit Extensions hereunder in accordance with the request of the Borrowing Agent. Although they are separate legal entities that observe all corporate and organizational formalities consistent with such separateness, the Borrowers are part of one consolidated organization constituting a single economic and business enterprise and share an identity of interests such that any benefit received by any Borrower benefits the other Borrowers. (b) The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to the Borrowers Loan Parties and at their request. Neither the Agent, Agent nor any Lender shall incur liability to any Borrower or any other Person Loan Parties as a result thereof. To induce the Agent and the Lenders to do so and in consideration thereof, each Borrower Loan Party hereby indemnifies the Agent and each Lender and holds the Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against the Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of the Borrowers Loan Parties as provided herein, reliance by the Agent or any Lender on any request or instruction from the Borrowing Agent or any other action taken by the Agent or any Lender with respect to this Section 2.17, 15.1 except due to willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment). (c) All Obligations shall be joint and several, and each Loan Party shall make payment upon the maturity of the Agent Obligations by acceleration or otherwise, and such obligation and liability on the part of each Loan Party shall in no way be affected by any Lender.extensions, renewals

Borrowing Agency Provisions. Each Borrower hereby (a) At the request of, and solely as an accommodation to, Borrowers, the Lenders have agreed to make the Loans to, and to issue Letters of Credit for the Borrowers on a joint and several basis as co-borrowers. In order to facilitate the co-borrowing arrangement, each Subsidiary Borrower, by becoming a party to this Agreement, irrevocably designates the Borrowing Agent Borrower to be its attorney and agent and attorney-in-fact for purposes of the Loan Documents, and irrevocably authorizes such agent in such capacity to borrowtake such actions on behalf of the applicable Subsidiary Borrower and to exercise such powers under this Agreement and the other Loan Documents on such Subsidiary Borrower’s behalf as may otherwise be exercised by such Subsidiary Borrower, sign and endorse notestogether with such powers as are incidental thereto, and including without limitation to borrow Loans, to execute and deliver all instrumentsNotices of Borrowing, Notices of Conversion/Continuation, requests for Letters of Credit, Borrowing Base Certificates and such other documents, writings instruments and further assurances now certificates required by the Loan Documents in connection with any Borrowing or hereafter required repayment of the Loans, to borrow, repay, reborrow, convert and continue Loans and to receive proceeds of Loans and to give all other notices and consents hereunder, on behalf of such . Each Subsidiary Borrower, and hereby by becoming a party to this Agreement, further irrevocably authorizes the Agent to act on all such documents, instruments and certificates delivered by the Borrower as such agent and attorney-in-fact, and to pay over or and credit all Loan the proceeds of any Loans so requested to the Designated Account. The Borrower hereby accepts the appointment to act as agent and other Credit Extensions hereunder attorney in accordance with fact for the request of the Borrowing Agent. Although they are separate legal entities that observe all corporate and organizational formalities consistent with such separateness, the Borrowers are part of one consolidated organization constituting a single economic and business enterprise and share an identity of interests such that any benefit received by any Borrower benefits the other Subsidiary Borrowers. The handling Agent and each Lender shall be entitled to rely absolutely on the appointment and authorization of the Borrower to act on behalf of the Subsidiary Borrowers with respect to all matters relating to this Agreement and the other Loan Documents, whether or not any provision of this credit facility as a co-borrowing facility in the manner set forth in this Agreement is solely as an accommodation to the Borrowers and at their request. Neither the Agent, nor any Lender shall incur liability to any Borrower or any other Person as a result thereofLoan Documents specifically provides that action may or shall be taken by the Borrower on behalf of the Subsidiary Borrowers. To induce the The Agent and the Lenders may give all notices to do so and in consideration thereof, each the Borrower hereby indemnifies the Agent and each Lender and holds the Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against the Agent or any Lender by any Person arising from or incurred by reason on behalf of the handling of the financing arrangements of the Borrowers as provided hereinSubsidiary Borrowers. Each Subsidiary Borrower agrees that each notice, reliance election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Agent or any Lender on any request or instruction from Borrower shall be deemed for all purposes to have been made by such Subsidiary Borrower and shall be binding upon and enforceable against such Subsidiary Borrower to the Borrowing Agent or any other action taken same extent as if the same had been made directly by the Agent or any Lender with respect to this Section 2.17, except due to willful misconduct or gross negligence of the Agent or any Lendersuch Borrower.

Borrowing Agency Provisions. (a) Each Borrower hereby irrevocably designates the Borrowing Agent to be its attorney and agent and in such capacity whether verbally, in writing or through electronic methods (including, without limitation, an Approved Electronic Communication) to (i) borrow, (ii) request advances, (iii) sign and endorse notes, and (iv) execute and deliver all instruments, documents, applications, security agreements, and other agreements, documents, instruments, certificates, notices, writings and further assurances now or hereafter required hereunder, (v) make elections regarding interest rates, and (vii) otherwise take action under and in connection with this Agreement and the Other Documents, all on behalf of and in the name of such BorrowerBorrower or Borrowers, and hereby authorizes the Agent to pay over or credit all Loan loan proceeds and other Credit Extensions hereunder in accordance with the request of the Borrowing Agent. Although they are separate legal entities that observe all corporate and organizational formalities consistent with such separateness, the Borrowers are part of one consolidated organization constituting a single economic and business enterprise and share an identity of interests such that any benefit received by any Borrower benefits the other Borrowers. (b) The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to the Borrowers and at their request. Neither the Agent, Agent nor any Lender shall incur liability to any Borrower or any other Person Borrowers as a result thereof. To induce the Agent and the Lenders to do so and in consideration thereof, each Borrower hereby indemnifies the Agent and each Lender and holds the Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against the Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of the Borrowers as provided herein, reliance by the Agent or any Lender on any request or instruction from the Borrowing Agent or any other action taken by the Agent or any Lender with respect to this Section 2.17, 15.1 except due to bad faith, willful misconduct or gross negligence of the Agent or any Lender.(not mere) 65

Borrowing Agency Provisions. Each (a) At the request of, and solely as an accommodation to, Borrowers, the Lenders have agreed to make the Loans to, and to issue Letters of Credit for the Borrowers on a joint and several basis as co-borrowers. In order to facilitate the co-borrowing arrangement, each Borrower hereby irrevocably designates the Borrowing Agent Holdings to be its attorney and agent and attorney-in-fact for purposes of the Loan Documents, and each of them hereby irrevocably authorizes such agent in such capacity to borrowtake such actions on behalf of the applicable Borrower and to exercise such powers under this Agreement and the other Loan Documents on such Borrower’s behalf as may otherwise be exercised by such Borrower, sign and endorse notestogether with such powers as are incidental thereto, and including without limitation to borrow Loans, to execute and deliver all instrumentsNotices of Borrowing, Notices of Conversion/Continuation, requests for Letters of Credit, Borrowing Base Certificates and such other documents, writings instruments and certificates required by the Loan Documents in connection with any Borrowing or repayment of the Loans, to borrow, repay, reborrow, convert and continue Loans and to receive proceeds of Loans and to give all other notices and consents hereunder. Each Borrower further assurances now or hereafter required hereunder, on behalf of such Borrower, and hereby irrevocably authorizes the Agent to act on all such documents, instruments and certificates delivered by such agents and attorneys-in-fact, and to pay over or and credit all Loan the proceeds of any Loans so requested to the Designated Account of Holdings and other Credit Extensions hereunder hereby accepts the appointment to act as agent and attorney in accordance with fact for the request of the Borrowing Agent. Although they are separate legal entities that observe all corporate and organizational formalities consistent with such separateness, the Borrowers are part of one consolidated organization constituting a single economic and business enterprise and share an identity of interests such that any benefit received by any Borrower benefits the other Borrowers. The handling Agent and each Lender shall be entitled to rely absolutely on the appointment and authorization of Holdings to act on behalf of the Borrowers with respect to all matters relating to this Agreement and the other Loan Documents, whether or not any provision of this credit facility as a co-borrowing facility in the manner set forth in this Agreement is solely as an accommodation to the Borrowers and at their request. Neither the Agent, nor any Lender shall incur liability to any Borrower or any other Person as a result thereofLoan Documents specifically provides that action may or shall be taken by Holdings on behalf of the Borrowers. To induce the The Agent and the Lenders may give all notices to do so any Borrower to Holdings. Each Borrower agrees that each notice, election, representation and in consideration thereofwarranty, each covenant, agreement and undertaking made on its behalf by Holdings shall be deemed for all purposes to have been made by such Borrower hereby indemnifies and shall be binding upon and enforceable against such Borrower to the Agent and each Lender and holds same extent as if the Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against the Agent or any Lender same had been made directly by any Person arising from or incurred by reason of the handling of the financing arrangements of the Borrowers as provided herein, reliance by the Agent or any Lender on any request or instruction from the Borrowing Agent or any other action taken by the Agent or any Lender with respect to this Section 2.17, except due to willful misconduct or gross negligence of the Agent or any Lendersuch Borrower.

Borrowing Agency Provisions. Each Borrower Loan Party hereby irrevocably designates the Borrowing Agent to be its attorney and agent and in such capacity to (i) borrow, (ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse notes, and (v) execute and deliver all instruments, documents, applications, security agreements, reimbursement agreements and letter of credit agreements for Letters of Credit and all other certificates, notice, writings and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuer upon any amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in connection with this Agreement and the Other Documents, all on behalf of and in the name such BorrowerLoan Party or Loan Parties, and hereby authorizes the Administrative Agent to pay over or credit all Loan loan proceeds and other Credit Extensions hereunder in accordance with the request of the Borrowing Agent. Although they are separate legal entities that observe all corporate and organizational formalities consistent with such separateness, the Borrowers are part of one consolidated organization constituting a single economic and business enterprise and share an identity of interests such that any benefit received by any Borrower benefits the other Borrowers. The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to the Borrowers Loan Parties and at their request. Neither the Agent, Administrative Agent nor any Lender shall incur liability to any Borrower or any other Person Loan Parties as a result thereof. To induce the Administrative Agent and the Lenders to do so and in consideration thereof, each Borrower Loan Party hereby indemnifies the Administrative Agent and each Lender and holds the Administrative Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against the Administrative Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of the Borrowers Loan Parties as provided herein, reliance by the Administrative Agent or any Lender on any request or instruction from the Borrowing Agent or any other action taken by the Administrative Agent or any Lender with respect to this Section 2.17, 15.1 except due to willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment). All Obligations shall be joint and several, and each Loan Party shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of each Loan Party shall in no way be affected by any extensions, renewals and forbearance granted by Administrative Agent or any LenderLender to any Loan Party, failure of Administrative Agent or any Lender to give any Loan Party notice of borrowing or any other notice, any failure of Administrative Agent or any Lender to pursue or preserve its rights against any Loan Party, the release by Administrative Agent or any Lender of any Collateral now or thereafter acquired from any Loan Party, and such agreement by each Loan Party to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Administrative 115 Agent or any Lender to the other Loan Parties or any Collateral for such Loan Party’s Obligations or the lack thereof. Each Loan Party waives all suretyship defenses.

Borrowing Agency Provisions. Each Borrower Company hereby irrevocably designates the Borrowing Company Agent to be its attorney and agent and in such capacity to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of such BorrowerCompany, and hereby authorizes the Agent Calliope to pay over or credit all Loan loan proceeds and other Credit Extensions hereunder in accordance with the request of the Borrowing Company Agent. Although they are separate legal entities that observe all corporate and organizational formalities consistent with such separateness, the Borrowers are part of one consolidated organization constituting a single economic and business enterprise and share an identity of interests such that any benefit received by any Borrower benefits the other Borrowers. The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to the Borrowers Companies and at their request. Neither the Agent, nor Calliope shall not incur any Lender shall incur liability to any Borrower or any other Person Company as a result thereof. To induce the Agent and the Lenders Calliope to do so and in consideration thereof, each Borrower Company hereby indemnifies the Agent and each Lender Calliope and holds the Agent and each Lender Calliope harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against the Agent or any Lender Calliope by any Person arising from or incurred by reason of the handling of the financing arrangements of the Borrowers Companies as provided herein, reliance by the Agent or any Lender Calliope on any request or instruction from the Borrowing Company Agent or any other action taken by the Agent or any Lender Calliope with respect to this Section 2.1728. All Obligations shall be joint and several, except due to willful misconduct or gross negligence and the Companies shall make payment upon the maturity of the Agent Obligations by acceleration or otherwise, and such obligation and liability on the part of the Companies shall in no way be affected by any extensions, renewals and forbearance granted by Calliope to any Company, failure of Calliope to give any Company notice of borrowing or any Lenderother notice, any failure of Calliope to pursue to preserve its rights against any Company, the release by Calliope of any Collateral now or thereafter acquired from any Company, and such agreement by any Company to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Calliope to any Company or any Collateral for such Company's Obligations or the lack thereof. Each Company expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which such Company may now or hereafter have against the other or other Person directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is Collateral for the Obligations), arising from the existence or performance of this Agreement, until all Obligations have been indefeasibly paid in full and this Agreement has been irrevocably terminated. Each Company represents and warrants to Calliope that (i) Companies have one or more common shareholders (or equivalent), directors and officers, (ii) the businesses and corporate activities of the Companies are closely related to, and substantially benefit, the business and corporate activities of the Companies, (iii) the financial and other operations of the Companies are performed on a combined basis as if the Companies constituted a consolidated corporate group, (iv) the Companies will receive a substantial economic benefit from entering into this Agreement and will receive a substantial economic benefit from the application of each Loan hereunder, in each case, whether or not such amount is used directly by any Company and (v) all requests for Loans hereunder by the Company Agent are for the exclusive and indivisible benefit of the Companies as though, for purposes of this Agreement, the Companies constituted a single entity.

Borrowing Agency Provisions. Each Borrower hereby irrevocably designates the Borrowing Agent to be its attorney and agent and in such capacity to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of such Borrower, and hereby authorizes the Agent Bank to pay over or credit all Loan loan proceeds and other Credit Extensions hereunder in accordance with the request of the Borrowing Agent. Although they are separate legal entities that observe all corporate and organizational formalities consistent with such separateness, the Borrowers are part of one consolidated organization constituting a single economic and business enterprise and share an identity of interests such that any benefit received by any Borrower benefits the other Borrowers. The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to the Borrowers and at their request. Neither the Agent, nor any Lender Bank shall incur no liability to any Borrower or any other Person Borrowers as a result thereof. To induce the Agent and the Lenders Bank to do so and in consideration thereof, each Borrower hereby indemnifies the Agent and each Lender Bank and holds the Agent and each Lender Bank harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against the Agent or any Lender Bank by any Person arising from or incurred by reason of the handling of the financing arrangements of the Borrowers as provided herein, reliance by the Agent or any Lender Bank on any request or instruction from the Borrowing Agent or any other action taken by the Agent or any Lender Bank with respect to this Section 2.17, 18 except due to willful misconduct or gross negligence by the indemnified party. All agreements, covenants, conditions and provisions of this Agreement shall be the joint and several obligation of each Borrower, and each Borrower shall make payment upon the maturity of the Agent Bank Indebtedness by acceleration or otherwise, and such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by Bank to any Borrower, failure of Bank to give any Borrower notice of borrowing or any Lenderother notice, any failure of Bank to pursue or preserve its rights against any Borrower, the release by Bank of any Collateral now or hereafter acquired from any Borrower, and such agreement by each Borrower to pay upon any notice issued pursuant hereto is unconditional and unaffected by prior recourse by Bank to the other Borrowers or any Collateral for such Borrower’s Bank Indebtedness or the lack thereof. Each Borrower waives all suretyship defenses.

Borrowing Agency Provisions. (a) Each Borrower hereby irrevocably designates the Borrowing Agent to be its attorney and agent and in such capacity capacity, whether verbally, in writing or through electronic methods (including, without limitation, an Approved Electronic Communication) to (i) borrow, (ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse notes, and (v) execute and deliver all instruments, documents, applications, security agreements, reimbursement agreements and letter of credit agreements for Letters of Credit and all other certificates, notice, writings and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuer upon any amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in connection with this Agreement and the Other Documents, all on behalf of and in the name such BorrowerBorrower or Borrowers, and hereby authorizes the Agent to pay over or credit all Loan loan proceeds and other Credit Extensions hereunder in accordance with the request of the Borrowing Agent. Although they are separate legal entities that observe all corporate and organizational formalities consistent with such separateness, the Borrowers are part of one consolidated organization constituting a single economic and business enterprise and share an identity of interests such that any benefit received by any Borrower benefits the other Borrowers. (b) The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to the Borrowers and at their request. Neither the Agent, Agent nor any Lender shall incur liability to any Borrower or any other Person Borrowers as a result thereof. To induce the Agent and the Lenders to do so and in consideration thereof, each Borrower hereby indemnifies the Agent and each Lender and holds the Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against the Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of the Borrowers as provided herein, reliance by the Agent or any Lender on any request or instruction from the Borrowing Agent or any other action taken by the Agent or any Lender with respect to this Section 2.17, 15.1 except due to willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment). (c) All Obligations shall be joint and several, and each Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by Agent or any Lender.Lender to any Borrower, failure of Agent or any Lender to give any Borrower notice of borrowing or any other notice, any failure of Agent or any Lender to pursue or preserve its rights against any Borrower, the release by Agent or any Lender of any Collateral now or thereafter acquired from any Borrower, and such agreement by each Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Agent or any Lender to the other Borrowers or any

Borrowing Agency Provisions. Each (a) At the request of, and solely as an accommodation to, Borrowers, the Lenders have agreed to make the Loans to, and to issue Letters of Credit for the FMC Borrowers and the FRC Borrowers on a joint and several basis as co-borrowers. In order to facilitate the co-borrowing arrangement, each FMC Borrower hereby irrevocably designates the Borrowing Agent Holdings to be its attorney and agent and attorney-in-fact for purposes of the Loan Documents, and each FRC Borrower hereby irrevocably designates Retail to be its agent and attorney-in-fact for purposes of the Loan Documents, and each of them hereby irrevocably authorizes such agent in such capacity to borrowtake such actions on behalf of the applicable FMC Borrower or FRC Borrower, sign and endorse notesas the case may be, and to exercise such powers under this Agreement and the other Loan Documents on such Borrower’s behalf as may otherwise be exercised by such Borrower, together with such powers as are incidental thereto, including without limitation to borrow Loans, to execute and deliver all instrumentsNotices of Borrowing, Notices of Conversion/Continuation, requests for Letters of Credit, Borrowing Base Certificates and such other documents, writings instruments and certificates required by the Loan Documents in connection with any Borrowing or repayment of the Loans, to borrow, repay, reborrow, convert and continue Loans and to receive proceeds of Loans and to give all other notices and consents hereunder. Each Borrower further assurances now or hereafter required hereunder, on behalf of such Borrower, and hereby irrevocably authorizes the Agent to act on all such documents, instruments and certificates delivered by such agents and attorneys-in-fact, and to pay over and credit the proceeds of any Loans so requested to the Designated Account of FMC or credit all Loan proceeds FRC, as applicable. Each of Holdings and other Credit Extensions hereunder Retail hereby accepts the appointment to act as agent and attorney in accordance with fact for the request FMC Borrowers and the FRC Borrowers, as the case may be. The Agent and each Lender shall be entitled to rely absolutely on the appointment and authorization of Holdings to act on behalf of the Borrowing Agent. Although they are separate legal entities that observe FMC Borrowers and of Retail to act on behalf of the FRC Borrowers with respect to all corporate matters relating to this Agreement and organizational formalities consistent with such separateness, the Borrowers are part of one consolidated organization constituting a single economic and business enterprise and share an identity of interests such that any benefit received by any Borrower benefits the other Loan Documents, whether or not any provision of this Agreement or any other Loan Documents specifically provides that action may or shall be taken by Holdings or Retail on behalf of the FMC Borrowers or the FRC Borrowers. The handling of this credit facility as a co-borrowing facility in the manner set forth in this Agreement is solely as an accommodation to the Borrowers and at their request. Neither the Agent, nor any Lender shall incur liability to any Borrower or any other Person as a result thereof. To induce the Agent and the Lenders may give all notices to do so any FMC Borrower to Holdings and in consideration thereofto any FRC Borrower to Retail. Each Borrower agrees that each notice, each election, representation and warranty, covenant, agreement and undertaking made on its behalf by Holdings or Retail, as the case may be, shall be deemed for all purposes to have been made by such Borrower hereby indemnifies and shall be binding upon and enforceable against such Borrower to the Agent and each Lender and holds same extent as if the Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against the Agent or any Lender same had been made directly by any Person arising from or incurred by reason of the handling of the financing arrangements of the Borrowers as provided herein, reliance by the Agent or any Lender on any request or instruction from the Borrowing Agent or any other action taken by the Agent or any Lender with respect to this Section 2.17, except due to willful misconduct or gross negligence of the Agent or any Lendersuch Borrower.