Common use of Co-Borrowers Clause in Contracts

Co-Borrowers. Detroit shall continue to have the right to request Loans, Swing Line Loans and Letters of Credit through the Administrative Agent directly from the Lenders, the Swing Line Lenders and the Issuing Lender, subject to the terms and conditions set forth herein. Upon such prior notice as reasonably requested by Administrative Agent, Borrower may designate one or more Guarantors which are United States domestic Persons to be additional joint and several direct Co-Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each other Guarantor, (e) appropriate written legal opinions with respect to the Co-Borrower and the Assumption Agreement and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under the Act and under similar regulations. The Administrative Agent shall promptly notify the Lenders of such request, together with copies of such of the foregoing as any Lender may request and the designated Guarantor shall become a Co-Borrower hereunder. Notwithstanding the other provisions of this Section 2.9, (i) each Loan and Letter of Credit made hereunder to Detroit or any other Co-Borrower shall be used solely and directly to finance and/or refinance the development, construction or operation of hotel/casino properties owned by that Co-Borrower, and (ii) the liability of Detroit is limited to the portion of the Obligations which are actually borrowed or received by Detroit and shall reduce from time to time in the manner set forth in the Detroit Orders.

Co-Borrowers. Detroit shall continue Notwithstanding anything herein to have the right to request Loans, Swing Line Loans and Letters of Credit through the Administrative Agent directly from the Lenderscontrary, the Swing Line Lenders and the Issuing LenderBorrower, subject to the terms and conditions set forth herein. Upon such upon 15 Business Days prior written notice as reasonably requested by Administrative Agent, Borrower may designate one or more Guarantors which are United States domestic Persons to be additional joint and several direct Co-Borrowers hereunder by written request to the Administrative Agent accompanied (or such shorter period as reasonably agreed by (a) an executed Assumption Agreement and appropriate Notes (the Administrative Agent), may cause any Subsidiary Guarantor on or after the Closing Date by written election to the extent requested by any Lender) executed by the designated Administrative Agent to become a co-borrower (each such Subsidiary Guarantor, (ba “Co-Borrower”, and, together with the Borrower, the “Co-Borrowers”) a certificate of good standing under each of the designated Guarantor in Facilities hereunder on a joint and several basis (such date, the jurisdiction of its incorporation or organization, (c) a certified resolution authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each other Guarantor, (e) appropriate written legal opinions with respect to the “Co-Borrower Effective Date”); provided that such Loan Party shall (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent assuming all obligations of a Co-Borrower hereunder, which the Administrative Agent shall have acknowledged and accepted as provided therein (a “Co-Borrower Joinder”), (ii) at least three Business Days prior to such Co-Borrower Effective Date, provide to the Administrative Agent and the Assumption Agreement and (f) such Lenders all documentation and other evidence as is information required by United States regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation Title III of the USA Patriot Act, that shall be reasonably requested by the Administrative Agent or any Lender in order for writing at least 10 Business Days prior to the consummation of such joinder, (iii) provide to the Administrative Agent and the Lenders, if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification and (iv) be a wholly owned Domestic Subsidiary of the Borrower. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Loan Document as may be necessary or appropriate in order to establish any such Lender additional Co-Borrower pursuant to carry out this Section 1.11 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers, in each case as may be satisfied necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith. Each Co-Borrower agrees that it has complied is jointly and severally liable for the obligations of the Borrower and each other Co-Borrower hereunder with respect to any Class of Loans on an individual tranche basis, including with respect to the payment of principal of and interest on all Loans on an individual tranche basis, the payment of amounts owing in respect of Letters of Credit and the payment of fees and indemnities and reimbursement of costs and expenses. Each Co-Borrower is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Administrative Agent, the Collateral Agent and the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Co-Borrowers and in consideration of the undertakings of each of the Co-Borrowers to accept joint and several liability for the obligations of each of them. Each Co-Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with each other Co-Borrower, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of all of the Co-Borrowers without preferences or distinction among them. If and to the extent that the Borrower or any of the Co-Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in accordance with the results terms thereof, then in each such event each other Co-Borrower will make such payment with respect to, or perform, such Obligations. Each Co-Borrower further agrees that the Borrower will be such Co-Borrower’s agent for administrative, mechanical, and notice provisions in this Agreement and any other Loan Document (the Borrower in such capacity, the “Borrower Representative”) as may be further set forth in the Co-Borrower Joinder. For the avoidance of doubt, each Co-Borrower shall continue to be treated as a Restricted Subsidiary, a Loan Party and a Subsidiary Guarantor for all necessary “know your customer” or other similar checks purposes hereunder (except as provided in this Section 1.11) and under the Act and under similar regulationsother Loan Documents. The Administrative Agent shall promptly notify the Lenders of such request, together with copies of such As of the foregoing as any Lender may request Closing Date, Schedule 1.11 sets forth the Loan Parties on the Closing Date, including the list of the Co-Borrowers who have executed and the designated Guarantor shall become delivered a Co-Borrower hereunder. Notwithstanding Joinder on the other provisions of this Section 2.9, (i) each Loan and Letter of Credit made hereunder to Detroit or any other Co-Borrower shall be used solely and directly to finance and/or refinance the development, construction or operation of hotel/casino properties owned by that Co-Borrower, and (ii) the liability of Detroit is limited to the portion of the Obligations which are actually borrowed or received by Detroit and shall reduce from time to time in the manner set forth in the Detroit OrdersClosing Date.

Co-Borrowers. Detroit (a) Goodyear shall continue to have the right to request Loanselect, Swing Line for any reason, including a change in the tax laws of any relevant jurisdiction, to designate a portion of the Loans and Letters as Co-Borrower Loans of Credit through the Administrative Agent directly from the Lenders, the Swing Line Lenders and the Issuing Lender, subject either Co-Borrower. In addition to the terms and conditions set forth herein. Upon such prior notice as reasonably requested by Administrative Agent, Borrower may designate one or more Guarantors which are United States domestic Persons initial designation under this paragraph (a) with respect to be additional joint and several direct each Co-Borrowers hereunder Borrower, Goodyear will have the ability on up to three additional occasions during the term of this Agreement to designate additional Loans as Co-Borrower Loans of a Co-Borrower or to designate Co-Borrower Loans of a Co-Borrower as no longer being Co-Borrower Loans or as being Co-Borrower Loans of the other Co-Borrower. Each such designation shall be effected by a written request notice to the Administrative Agent accompanied by Goodyear and the applicable Co-Borrower (a1) an executed Assumption Agreement which shall specify (A) the aggregate amount of the Loans so designated and appropriate Notes (B) the Borrowing or Borrowings (or portions thereof) constituting such Co-Borrower Loans, and (2) pursuant to which such Co-Borrower shall become liable for all of the extent requested by any Lender) executed obligations of Goodyear in respect of such specified Co-Borrower Loans and to be bound by the designated Guarantorterms of this Agreement in respect of such Co-Borrower Loans, (b) including all obligations to repay principal, to pay interest and to pay all other amounts from time to time due in respect of such Co-Borrower Loans, provided that Goodyear shall remain liable, on a certificate joint and several basis with the Co-Borrower, for all obligations of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each other Guarantor, (e) appropriate written legal opinions with respect to the Co-Borrower and the Assumption Agreement and (f) in respect of such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under the Act and under similar regulationsCo-Borrower Loans. The Administrative Agent aggregate amount of Co-Borrower Loans at any time outstanding shall promptly notify not exceed $800,000,000. If any designation under this paragraph (a) results in the Lenders aggregate amount of Co-Borrower Loans outstanding exceeding $800,000,000 such designation shall be considered to be in error and shall be void to the extent of such request, together with copies of such of the foregoing as any Lender may request and the designated Guarantor excess. Such excess amount shall become not constitute a Co-Borrower hereunder. Notwithstanding the other provisions Loan or be part of this Section 2.9, (i) each Loan and Letter of Credit made hereunder to Detroit or any other comprise Co-Borrower Loans and the principal amount of the Co-Borrower Loan to which such designation relates shall be used solely restored to the amount permitted hereunder, and directly the amount to finance and/or refinance which the development, construction or operation designation relates shall be reduced to the extent necessary such that the aggregate amount of hotel/casino properties owned by that Co-BorrowerBorrower Loans outstanding shall equal, and as intended not exceed, $800,000,000 (iiand such excess shall be a Borrowing pursuant to which Goodyear is the sole Borrower hereunder). No designation under this paragraph (a) the liability of Detroit is limited may be given pursuant to which Goodyear Canada becomes a co-obligor with respect to any Co-Borrower Loans unless Goodyear has delivered a Canadian Tax Opinion to the portion Administrative Agent at the time of the Obligations which are actually borrowed or received by Detroit and shall reduce from time to time in the manner set forth in the Detroit Orderssuch designation.

Co-Borrowers. Detroit shall continue Notwithstanding anything herein to have the right to request Loanscontrary, Swing Line Loans and Letters of Credit through after the Administrative Agent directly from the LendersClosing Date, the Swing Line Lenders and the Issuing LenderBorrower, subject to the terms and conditions set forth herein. Upon such upon 15 Business Days prior written notice as reasonably requested by Administrative Agent, Borrower may designate one or more Guarantors which are United States domestic Persons to be additional joint and several direct Co-Borrowers hereunder by written request to the Administrative Agent accompanied (or such shorter period as reasonably agreed by (a) an executed Assumption Agreement and appropriate Notes (the Administrative Agent), may cause any additional Subsidiary Guarantor by written election to the extent requested by any Lender) executed Administrative Agent to become a co- borrower under each of the Facilities hereunder on a joint and several basis (each such Subsidiary Guarantor identified by the designated GuarantorBorrower as such a co-borrower, (b) a certificate “Co-Borrower”, and, together with the Borrower, the “Co-Borrowers”, and the date of good standing effectiveness of any such designation of any Subsidiary Guarantor as a Co- Borrower, the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each other Guarantor, (e) appropriate written legal opinions with respect to the “Co-Borrower Effective Date”); provided that such Loan Party shall (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent assuming all obligations of a Co-Borrower hereunder, which the Administrative Agent shall have acknowledged and accepted as provided therein (a “ Co-Borrower Joinder”), (ii) at least three Business Days prior to the applicable Co-Borrower Effective Date, provide to the Administrative Agent and the Assumption Agreement and (f) such Lenders all documentation and other evidence as is information required by United States regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation Title III of the USA Patriot Act, that shall be reasonably requested by the Administrative Agent or any Lender in order for writing at least 10 Business Days prior to the consummation of such joinder, (iii) provide to the Administrative Agent or and the Lenders, if such Lender to carry out and be satisfied it has complied with the results of all necessary Loan Party qualifies as a “know your legal entity customer” or other similar checks under the Act Beneficial Ownership Regulation, a Beneficial Ownership Certification and under similar regulations(iv) be a wholly owned U.S. Subsidiary of the Borrower. The Lenders and Issuing Banks hereby irrevocably authorize the Administrative Agent shall promptly notify to enter into any amendment to this Agreement or to any other Loan Document as may be necessary or appropriate in order to establish any such additional Co- Borrower pursuant to this Section 1.10 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers, in each case as may be necessary or appropriate in the Lenders of such request, together with copies of such reasonable opinion of the foregoing as any Lender may request Administrative Agent and the designated Guarantor shall become a Borrower in connection therewith. Each Co-Borrower hereunderagrees that it is jointly and severally liable for the obligations of the Borrower and each other Co-Borrower hereunder with respect to any Class of Loans on an individual tranche basis, including with respect to the payment of principal of and interest on all Loans on an individual tranche basis, the payment of amounts owing in respect of Letters of Credit and the payment of fees and indemnities and reimbursement of costs and expenses. Notwithstanding Each Co-Borrower is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Administrative Agent, the Collateral Agent and the Lenders and Issuing Banks under this Agreement, for the mutual benefit, directly and indirectly, of each of the Co-Borrowers and in consideration of the undertakings of each of the Co-Borrowers to accept joint and several liability for the obligations of each of them. Each Co-Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with each other Co-Borrower, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of all of the Co-Borrowers without preferences or distinction among them. If and to the extent that the Borrower or any of the Co-Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event each other Co-Borrower will make such payment with respect to, or perform, such Obligations. Each Co-Borrower further agrees that the Borrower will be such Co-Borrower’s agent for administrative, mechanical, and notice provisions in this Agreement and any other Loan Document (the Borrower in such capacity, the “Borrower Representative”) as may be further set forth in the Co-Borrower Joinder. All references to the “Borrower” in Article II, Article III, and to the extent applicable, Article X (but not any other provisions of this Section 2.9Agreement) shall be deemed to include the Borrower in its capacity as Borrower Representative on behalf of any Co-Borrowers, (i) as applicable. For the avoidance of doubt, each Loan and Letter of Credit made hereunder to Detroit or any other Co-Borrower shall continue to be used solely treated as a Loan Party for all purposes hereunder and directly to finance and/or refinance the development, construction or operation of hotel/casino properties owned by that each Co-Borrower (other than the Borrower) shall continue to be treated as a Restricted Subsidiary and as a Subsidiary Guarantor for all purposes hereunder (in each case, except as provided in this Section 1.10) and (ii) under the liability of Detroit is limited to the portion of the Obligations which are actually borrowed or received by Detroit and shall reduce from time to time in the manner set forth in the Detroit Ordersother Loan Documents.

Co-Borrowers. Detroit shall continue to have Domtar Paper Company hereby is designated and appointed by each Borrower on the right to request LoansClosing Date as its representative and agent on its behalf (the “Borrower Representative”) and Parent hereby is designated and appointed by each Borrower on the Closing Date as its representative and agent on its behalf. Borrower Representative and Parent accepts such appointment as the Borrower Representative or Parent, Swing Line Loans as applicable, in each case, for the purposes of issuing notices and Letters of Credit through the Administrative Agent directly from the Lenders, the Swing Line Lenders and the Issuing Lender, subject to the terms and conditions set forth herein. Upon such prior notice as reasonably requested by Administrative Agent, Borrower may designate one or more Guarantors which are United States domestic Persons to be additional joint and several direct Co-Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor, (b) a certificate of good standing requests on behalf of the designated Guarantor in the jurisdiction of its incorporation or organizationBorrowers, (c) a certified resolution authorizing the execution and delivery of the Assumption Agreement and such Notesdelivering certificates including Compliance Certificates, (d) a written consent to the Assumption Agreement executed by each other Guarantor, (e) appropriate written legal opinions giving instructions with respect to the Co-disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants, but without relieving any other Borrower of its joint and several obligations to pay and perform the Obligations) on behalf of any Borrower or the Borrowers under the Loan Documents. Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Borrower Representative or Parent, as applicable, as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative or Parent, as applicable, shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the Assumption Agreement same extent as if the same had been made directly by such Borrower. Each Borrower agrees that it is jointly and (f) such documentation severally liable for the obligations of each other Borrower hereunder with respect to any Class of Loans on an individual tranche basis, including with respect to the payment of principal of and other evidence as interest on all Loans on an individual tranche basis and the payment of fees and indemnities and reimbursement of costs and expenses. Each Borrower is reasonably requested accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Administrative Agent, the Collateral Agent or any Lender in order and the Lenders under this Agreement, for the Administrative Agent or such Lender mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to carry out accept joint and be satisfied it has complied several liability for the obligations of each of them. Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with each other Borrower, with respect to the results payment and performance of all necessary “know your customer” or other similar checks under the Act and under similar regulations. The Administrative Agent shall promptly notify the Lenders of such request, together with copies of such of the foregoing as any Lender may request and Obligations, it being the designated Guarantor shall become a Co-Borrower hereunder. Notwithstanding intention of the other provisions of this Section 2.9, (i) each Loan and Letter of Credit made hereunder to Detroit or any other Co-Borrower parties hereto that all Obligations shall be used solely the joint and directly to finance and/or refinance several obligations of all of the development, construction Borrowers without preferences or operation of hotel/casino properties owned by that Co-Borrower, distinction among them. If and (ii) the liability of Detroit is limited to the portion extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations which are actually borrowed as and when due or received by Detroit to perform any of such Obligations in accordance with the terms thereof, then in each such event each other Borrower will make such payment with respect to, or perform, such Obligations. Each Borrower further agrees that the Borrower Representative and shall reduce from time to time the Parent, as applicable, will be such Borrower’s agent for administrative, mechanical, and notice provisions in the manner set forth in the Detroit Ordersthis Agreement and any other Loan Document.

Co-Borrowers. Detroit shall continue to have is hereby designated as a direct Co-Borrower under this Agreement, with the right to request Loans, Swing Line Loans and Letters of Credit through the Administrative Agent directly from the Lenders, the Swing Line Lenders and the Issuing LenderLenders, subject to the terms and conditions set forth herein. Upon From time to time following the Closing Date and upon such prior notice as reasonably requested by Administrative Agent, Borrower may designate one or more Guarantors which are United States domestic Persons to be additional joint and several direct Co-Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each other Guarantor, (e) appropriate written legal opinions similar to the Opinions with respect to the Co-Borrower and the Assumption Agreement and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “"know your customer” " or other similar checks under the Act and under similar regulations. The Administrative Agent shall promptly notify the Lenders of such request, together with copies of such of the foregoing as any Lender may request and the designated Guarantor shall become a Co-Borrower hereunder. Notwithstanding the other provisions of this Section 2.92.7, (ia) each Loan and Letter of Credit made hereunder to Detroit or any other Co-Borrower shall be used solely and directly to finance and/or refinance the development, construction or operation of hotel/casino properties owned by that Co-Borrower, and (iib) the liability of Detroit is limited to the that portion of the Obligations which are actually borrowed or received by Detroit and shall reduce from time to time in the manner set forth in the Detroit OrdersDetroit.

Co-Borrowers. Detroit shall continue Notwithstanding anything herein to have the right to request Loanscontrary, Swing Line Loans and Letters of Credit through after the Administrative Agent directly from the LendersClosing Date, the Swing Line Lenders and the Issuing LenderBorrower, subject to the terms and conditions set forth herein. Upon such upon 15 Business Days prior written notice as reasonably requested by Administrative Agent, Borrower may designate one or more Guarantors which are United States domestic Persons to be additional joint and several direct Co-Borrowers hereunder by written request to the Administrative Agent accompanied (or such shorter period as reasonably agreed by (a) an executed Assumption Agreement and appropriate Notes (the Administrative Agent), may cause any additional Subsidiary Guarantor by written election to the extent requested by any Lender) executed Administrative Agent to become a co-borrower under each of the Facilities hereunder on a joint and several basis (each such Subsidiary Guarantor identified by the designated GuarantorBorrower as such a co-borrower, (b) a certificate “Co-Borrower”, and, together with the Borrower, the “Co-Borrowers”, and the date of good standing effectiveness of any such designation of any Subsidiary Guarantor as a Co-Borrower, the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each other Guarantor, (e) appropriate written legal opinions with respect to the “Co-Borrower Effective Date”); provided that such Loan Party shall (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent assuming all obligations of a Co-Borrower hereunder, which the Administrative Agent shall have acknowledged and accepted as provided therein (a “Co-Borrower Joinder”), (ii) at least three Business Days prior to the applicable Co-Borrower Effective Date, provide to the Administrative Agent and the Assumption Agreement and (f) such Lenders all documentation and other evidence as is information required by United States regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation Title III of the USA Patriot Act, that shall be reasonably requested by the Administrative Agent or any Lender in order for writing at least 10 Business Days prior to the consummation of such joinder, (iii) provide to the Administrative Agent or and the Lenders, if such Lender to carry out and be satisfied it has complied with the results of all necessary Loan Party qualifies as a “know your legal entity customer” or other similar checks under the Act Beneficial Ownership Regulation, a Beneficial Ownership Certification and under similar regulations(iv) be a wholly owned U.S. Subsidiary of the Borrower. The Lenders and Issuing Banks hereby irrevocably authorize the Administrative Agent shall promptly notify the Lenders of to enter into any amendment to this Agreement or to any other Loan Document as may be necessary or appropriate in order to establish any such request, together with copies of such of the foregoing as any Lender may request and the designated Guarantor shall become a additional Co-Borrower hereunderpursuant to this Section 1.10 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers, in each case as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith. Notwithstanding Each Co-Borrower agrees that it is jointly and severally liable for the obligations of the Borrower and each other Co-Borrower hereunder with respect to any Class of Loans on an individual tranche basis, including with respect to the payment of principal of and interest on all Loans on an individual tranche basis, the payment of amounts owing in respect of Letters of Credit and the payment of fees and indemnities and reimbursement of costs and expenses. Each Co-Borrower is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Administrative Agent, the Collateral Agent and the Lenders and Issuing Banks under this Agreement, for the mutual benefit, directly and indirectly, of each of the Co-Borrowers and in consideration of the undertakings of each of the Co-Borrowers to accept joint and several liability for the obligations of each of them. Each Co-Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with each other Co-Borrower, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of all of the Co-Borrowers without preferences or distinction among them. If and to the extent that the Borrower or any of the Co-Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event each other Co-Borrower will make such payment with respect to, or perform, such Obligations. Each Co-Borrower further agrees that the Borrower will be such Co-Borrower’s agent for administrative, mechanical, and notice provisions in this Agreement and any other Loan Document (the Borrower in such capacity, the “Borrower Representative”) as may be further set forth in the Co-Borrower Joinder. All references to the “Borrower” in Article II, Article III, and to the extent applicable, Article X (but not any other provisions of this Section 2.9Agreement) shall be deemed to include the Borrower in its capacity as Borrower Representative on behalf of any Co-Borrowers, (i) as applicable. For the avoidance of doubt, each Loan and Letter of Credit made hereunder to Detroit or any other Co-Borrower shall continue to be used solely treated as a Loan Party for all purposes hereunder and directly to finance and/or refinance the development, construction or operation of hotel/casino properties owned by that each Co-Borrower (other than the Borrower) shall continue to be treated as a Restricted Subsidiary and as a Subsidiary Guarantor for all purposes hereunder (in each case, except as provided in this Section 1.10) and (ii) under the liability of Detroit is limited to the portion of the Obligations which are actually borrowed or received by Detroit and shall reduce from time to time in the manner set forth in the Detroit Ordersother Loan Documents.

Co-Borrowers. Detroit shall continue Notwithstanding anything herein to have the right to request Loans, Swing Line Loans and Letters of Credit through the Administrative Agent directly from the Lenderscontrary, the Swing Line Lenders and the Issuing LenderBorrower, subject to the terms and conditions set forth herein. Upon such upon 15 Business Days prior written notice as reasonably requested by Administrative Agent, Borrower may designate one or more Guarantors which are United States domestic Persons to be additional joint and several direct Co-Borrowers hereunder by written request to the Administrative Agent accompanied (or such shorter period as reasonably agreed by (a) an executed Assumption Agreement and appropriate Notes (the Administrative Agent), may cause any Subsidiary Guarantor on or after the Closing Date by written election to the extent requested by any Lender) executed by the designated Administrative Agent to become a co-borrower (each such Subsidiary Guarantor, (ba “Co-Borrower”, and, together with the Borrower, the “Co-Borrowers”) a certificate of good standing under each of the designated Guarantor in Facilities hereunder on a joint and several basis (such date, the jurisdiction of its incorporation or organization, (c) a certified resolution authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each other Guarantor, (e) appropriate written legal opinions with respect to the “Co-Borrower Effective Date”); provided that such Loan Party shall (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Required Lenders assuming all obligations of a Co-Borrower hereunder, which the Administrative Agent shall have acknowledged and accepted as provided therein (a “Co-Borrower Joinder”), (ii) at least five Business Days prior to such Co-Borrower Effective Date, provide to the Administrative Agent and the Assumption Agreement and (f) such Lenders all documentation and other evidence as is information required by United States regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation Title III of the USA Patriot Act, that shall be reasonably requested by the Administrative Agent or any Lender in order for writing at least 10 Business Days prior to the consummation of such joinder, (iii) provide to the Administrative Agent and the Lenders, if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification and (iv) be a wholly owned Domestic Subsidiary of the Borrower. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Loan Document as may be necessary or appropriate in order to establish any such Lender additional Co-Borrower pursuant to carry out this Section 1.11 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers, in each case as may be satisfied necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith. Each Co-Borrower agrees that it has complied is jointly and severally liable for the obligations of the Borrower and each other Co-Borrower hereunder with respect to any Class of Loans on an individual tranche basis, including with respect to the payment of principal of and interest on all Loans on an individual tranche basis and the payment of fees and indemnities and reimbursement of costs and expenses. Each Co-Borrower is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Administrative Agent, the Collateral Agent and the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Co-Borrowers and in consideration of the undertakings of each of the Co-Borrowers to accept joint and several liability for the obligations of each of them. Each Co-Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with each other Co-Borrower, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of all of the Co-Borrowers without preferences or distinction among them. If and to the extent that the Borrower or any of the Co-Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in accordance with the results of all necessary terms thereof, then in each such event each other Co-Borrower will make such payment with respect to, or perform, such Obligations. Each Co-Borrower further agrees that the Borrower will be such Co-Borrower’s agent for administrative, mechanical, and notice provisions in this Agreement and any other Loan Document (the Borrower in such capacity, the “know your customer” or other similar checks Borrower Representative”) as may be further set forth in the Co-Borrower Joinder, and the Lenders and the Administrative Agent hereby agree that each Co-Borrower will have the same rights under the Act Loan Documents as if it is the Borrower and for any other purposes under the provisions of this Agreement, including the affirmative and negative covenants, each such Co-Borrower will be treated as a Restricted Subsidiary, a Loan Party and a Subsidiary Guarantor for all purposes hereunder (except as provided in this Section 1.11) and under similar regulationsthe other Loan Documents. The Administrative Agent shall promptly notify the Lenders of such request, together with copies of such As of the foregoing as any Lender may request Closing Date, Schedule 1.11 sets forth the list of the Loan Parties on the Closing Date, including the list of the Co-Borrowers who have executed and the designated Guarantor shall become delivered a Co-Borrower hereunder. Notwithstanding Joinder on the other provisions of this Section 2.9, (i) each Loan and Letter of Credit made hereunder to Detroit or any other Co-Borrower shall be used solely and directly to finance and/or refinance the development, construction or operation of hotel/casino properties owned by that Co-Borrower, and (ii) the liability of Detroit is limited to the portion of the Obligations which are actually borrowed or received by Detroit and shall reduce from time to time in the manner set forth in the Detroit OrdersClosing Date.

Co-Borrowers. Detroit shall continue to have the right to request Loans, Swing Line Loans and Letters of Credit through the Administrative Agent directly from the Lenders, the Swing Line Lenders and the Issuing Lender, subject to the terms and conditions set forth herein. Upon From time to time following the Restatement Effective Date and upon such prior notice as reasonably requested by Administrative Agent, Borrower may designate one or more Guarantors which are United States domestic Persons to be additional joint and several direct Co-Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each other Guarantor, (e) appropriate written legal opinions with respect to the Co-Borrower and the Assumption Agreement and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under the Act and under similar regulations. The Administrative Agent shall promptly notify the Lenders of such request, together with copies of such of the foregoing as any Lender may request and the designated Guarantor shall become a Co-Borrower hereunder. Notwithstanding the other provisions of this Section 2.9, (i) each Loan and Letter of Credit made hereunder to Detroit or any other Co-Borrower shall be used solely and directly to finance and/or refinance the development, construction or operation of hotel/casino properties owned by that Co-Borrower, and (ii) the liability of Detroit is limited to the that portion of the Obligations which are actually borrowed or received by Detroit and shall reduce from time to time in the manner set forth in the Detroit Orders.