Common use of Joint and Several Clause in Contracts

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedings.

Joint and Several. Each Borrower agrees Obligation and liability of each Reseller to Administrative Agents, and each Lender, including, without limitation, the Loan Obligations, are the joint and several obligations of each Reseller, and Administrative Agents, and any Lender may proceed directly against any Reseller, or all Resellers, or any Subsidiary Guarantor, or any Guarantor, or any Collateral, or all of the foregoing, or any one of the foregoing or any combination of the foregoing, without first proceeding against Resellers or any Collateral, or without joining all Persons liable or potentially liable for any portion of the Loan Obligations in one action. Each Reseller shall be jointly and severally liable as primary obligor and not merely as surety for repayment of all Loan Obligations arising under the Loan Documents. Such joint and several liability shall apply to each Reseller regardless of whether any Advance was only requested by or on behalf of or made to any other Reseller or the proceeds of any Advance were used only by or on behalf of any other Reseller or any indemnification Obligation or any other Obligation arose only as a result of the action of any other Reseller. If any Reseller makes a payment in respect of the Loan Obligations hereunder and under the other Loan Documents, such Reseller shall have the rights of contribution described in this Section below against the other Reseller or Resellers; provided that such Reseller shall not exercise its right of contribution until all of the representations Loan Obligations are fully and warranties made byindefeasibly paid and satisfied, and the liabilitiesFacility is terminated, obligations and covenants Lenders have no further obligation to extend credit to or for the account of any Reseller; provided, however, that Collateral Agent is hereby granted, for the benefit of Holders of Secured Obligations, a Lien in such right of contribution and applicable to, any and all of may enforce such right during an Existing Default. It is the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability intent of each Borrower Reseller, Administrative Agents, the Collateral Agent and the Lenders that each Reseller’s maximum obligation to repay the Loan Obligations hereunder and under the other Loan Documents shall in no event not exceed the greater of (i) the amount actually borrowed or received directly or indirectly by such Reseller with respect thereto and (ii) the amount which can be incurred is $1.00 less than the amount which, if recorded by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower acceptsReseller as a liability, as co-debtor and would render such Reseller not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsSolvent.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtorsLender for the Secured Obligations. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms In furtherance thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lender to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Lender, (iv) the failure by the Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Lender’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Lender may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Lender under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that the Lender shall be under no obligation to marshal any other Borrower may have commenced bankruptcy, reorganization, liquidation assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, The obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower Note Parties hereunder and under the other Loan Note Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such are joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrowerseveral. Without limiting the generality of the foregoing, each Borrower agrees that reference is hereby made to Article II of the Guaranty and Security Agreement, to which the obligations of such Borrower hereunder Issuers and under the other Loan Documents Note Parties are subject. Each Note Issuer acknowledges that it is jointly and severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each Issuer to the Purchasers howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by the Purchasers. Each Issuer agrees that if this guaranty would, but for the application of this sentence, be unenforceable under applicable law, this guaranty shall be valid and enforceable against such Borrower notwithstanding to the maximum extent that would not cause this Agreement guaranty to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Issuer hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Issuer or any guarantor or other action to enforce the same, (c) the waiver or consent by any Purchaser or any other Loan Document may be unenforceable Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Issuer and delivered to any Purchaser or any other Person (other than a waiver, forgiveness or consent by a Purchaser or other Person, as applicable, that reduces the amount of any of the Note Obligations to such Person), (d) intentionally omitted, (e) any Purchaser’s election, in any respect against proceeding instituted under the Bankruptcy Code or any other Borrower similar bankruptcy or that insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other Borrower may similar bankruptcy or insolvency legislation, (f) any borrowing by any Issuer as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of an Issuer or a guarantor (other than payment in full of the Note Obligations). Notwithstanding anything to the contrary set forth in this Section 9.23, it is the intent of the parties hereto that the liability incurred by each Issuer in respect of the Obligations of the other Issuers (and any Lien granted by each Issuer to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Issuer and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Issuer in respect of the Obligations of any other Issuer (or any Liens granted by such Issuer to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Note Documents shall automatically be deemed to have commenced bankruptcy, reorganization, liquidation or similar proceedingsbeen amended accordingly.

Joint and Several. The obligations of the Borrowers hereunder and under the Loan Documents shall be joint and several, regardless of which of such Persons receives proceeds of any of the Term Loans or the manner in which the Administrative Agent and/or any Lender accounts for such Term Loans or other extensions of credit on its books and records. If the obligations of any Borrower in respect of the other Borrowers pursuant to this Section 1.09 would otherwise be held or determined pursuant to any insolvency proceeding to be avoidable, invalid or unenforceable, the amount of such Borrower’s liability shall, without any further action by such other Borrowers or any of the Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such proceeding (the “Maximum Liability”). This Section with respect to the Maximum Liability is intended solely to preserve the rights of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Borrower, nor any Guarantor or any other Person shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Borrower hereunder shall not be rendered voidable under applicable law. Each Borrower agrees that its obligations pursuant to this Section 1.09 may at any time and from time to time exceed its Maximum Liability without impairing its obligations hereunder or affecting the representations rights and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all remedies of the Borrowers under Lenders hereunder, provided that, nothing in this Agreement, sentence shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower construed to increase any Borrower’s obligations hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsbeyond its Maximum Liability.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that it is jointly and severally liable to Lender for the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtorsSecured Obligations. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms In furtherance thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrower. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of Lender to extend credit to Borrower. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to Lender, (iv) the failure by Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or Lender’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, Lender may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require Lender under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that Lender shall be under no obligation to marshal any other Borrower may have commenced bankruptcy, reorganization, liquidation assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each of the Borrowers (each a “Borrower Loan Party”) hereby acknowledges and agrees that each reference to “Borrower” in this Agreement shall be deemed a reference to each Borrower Loan Party collectively and each Borrower Loan Party hereby acknowledges and agrees that it has joint and several liability on the representations Loans, Notes, Reimbursement Obligations and warranties made by, and the liabilities, on all obligations and covenants of and applicable to, any and all of owed by the Borrowers under this Agreement, Agreement and that such liability is absolute and unconditional and shall not in any manner be in every case (whether affected or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred impaired by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of acts or omissions whatsoever by the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to relyLenders, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without without limiting the generality of the foregoing, each Borrower agrees that Loan Party’s joint and several liability on the obligations of such Borrower hereunder Loans, Notes, Reimbursement Obligations and under this Agreement shall not be impaired by any acceptance by the Lenders of any other Loan Documents shall be enforceable against such Borrower notwithstanding that security for or guarantors upon the Loans, Notes, Reimbursement Obligations or any obligations under this Agreement or by any failure, neglect or omission on the Lenders’ part to resort to any one or all of the Borrower Loan Parties for payment of the Loans, Notes, Reimbursement Obligations or the obligations under this Agreement or to realize upon or protect any collateral security therefor. Each Borrower Loan Party’s joint and several liability on the Loans, Notes, Reimbursement Obligations and under this Agreement shall not in any manner be impaired or affected by who receives or uses the proceeds of the Loans, Reimbursement Obligations or for what purposes such proceeds are used, and each Borrower Loan Party waives notice of borrowing requests issued by, and loans made to, other Borrower Loan Parties. Such joint and several liability of each Borrower shall also not be impaired or affected by (and each Lender, without notice to anyone, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for the Loans, Notes, Reimbursement Obligations or the obligations under this Agreement or of any guaranty thereof. In order to enforce payment of the Loans, Notes, Reimbursement Obligations and the Borrower Loan Parties’ obligations under this Agreement, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Administrative Agent hereunder and thereunder and under applicable law, the Administrative Agent shall be under no obligation at any time to first resort to any collateral security, property, liens or any other rights or remedies whatsoever, and the Lenders shall have the right to enforce the Loans, Notes, Reimbursement Obligations and the Borrower Loan Document may be unenforceable Parties’ obligations under this Agreement irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. By its acceptance below, each Borrower Loan Party hereby expressly waives and surrenders any defense to its joint and several liability on the Loans, Notes or Reimbursement Obligations under this Agreement based upon any of the foregoing. In furtherance thereof, each Borrower Loan Party agrees that wherever in any respect against any other this Agreement it is provided that a Borrower or that any other Loan Party is liable for a payment such obligation is the joint and several obligation of each Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsLoan Party.

Joint and Several. Each Borrower of the Borrowers hereby acknowledges and agrees that the representations it has joint and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and several liability on all of Obligations (except for its Excluded Swap Obligations) owed by the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint Agreement and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents and that such liability is absolute and unconditional and shall not in no event exceed the amount which can any manner be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due affected or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission impaired by any Borrower also shall be deemed an act acts or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to relyomissions whatsoever by the Administrative Agent, the L/C Issuers or any Lender, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without without limiting the generality of the foregoing, each Borrower agrees that of the obligations of such Borrower hereunder Borrowers’ joint and several liability on the Obligations under this Agreement and the other Loan Documents shall not be enforceable against such Borrower notwithstanding that impaired by any acceptance by the Administrative Agent, any L/C Issuer or any Lender of any other security for or guarantors upon the Obligations under this Agreement or any other Loan Document may be unenforceable or by any failure, neglect or omission on the Administrative Agent’s, any L/C Issuer’s or any Lender’s part to resort to any one or all of the Borrowers for payment of the Obligations under this Agreement or any other Loan Document or to realize upon or protect any collateral security therefor. Each of the Borrowers’ joint and several liability hereunder shall not in any respect manner be impaired or affected by who receives or uses the proceeds of the Loans, or the Letters of Credit, or for what purposes such proceeds are used, and each of the Borrowers waives notice of requests for extensions of credit issued by, and the Loans and Letters of Credit made to or for the account of, any other Borrower. Each of the Borrowers hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse, or subrogation available to any such Borrower for payment under this Agreement or any other Loan Document against any other Borrower party liable therefor unless and until Payment in Full shall have occurred (it being agreed the foregoing does not restrict reimbursement of expenses between the Borrowers in the ordinary course of business). Such joint and several liability of each of the Borrowers shall also not be impaired or that affected by (and each Lender, each L/C Issuer and the Administrative Agent, without notice to anyone, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for the Obligations under this Agreement or any other Loan Document or of any guaranty thereof. In order to enforce payment of the Obligations under this Agreement and the other Loan Documents, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Lenders, the L/C Issuers and/or the Administrative Agent hereunder and thereunder and under applicable law, no Lender, L/C Issuer or the Administrative Agent shall be under any obligation at any time to first resort to any collateral security, property, liens or any other rights or remedies whatsoever, and the Lenders, the L/C Issuers and/or the Administrative Agent shall have the right to enforce the Obligations under this Agreement and the other Loan Documents irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. Each of the Borrowers hereby expressly waives and surrenders any defense to its joint and several liability on the Obligations under this Agreement or any other Loan Document based upon any of the foregoing. In furtherance thereof, each of the Borrowers agrees that wherever in this Agreement it is provided that a Borrower may have commenced bankruptcyis liable for a payment such obligation is the joint and several obligation of each of the Borrowers. Each of the Loan Parties acknowledges and agrees that (i) upon the Restatement Closing Date, reorganizationeach of the Existing Borrowers (other than Parent) shall cease to be Borrowers and shall instead be Guarantors and (ii) Parent shall remain liable as Borrower, liquidation or similar proceedingsand the Existing Borrowers (other than Parent) shall remain liable as Guarantors, for the Obligations, including without limitation, the Obligations created under the Existing Credit Agreement (which shall continue but which shall be governed by the terms of this Agreement on and after the Restatement Closing Date).

Joint and Several. Each Borrower agrees that the representations obligation and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower to the Credit Parties, including, without limitation, the Obligations, are the joint and several obligations of each Borrower, and the Credit Parties may proceed directly against any Borrower, or all Borrowers, or any Guarantor, or any Collateral, or all of the foregoing, or any one of the foregoing or any combination of the foregoing, without first proceeding against Borrower or any Collateral, or without joining all Persons liable or potentially liable for any portion of the Obligations in one action. Each Borrower shall be jointly and severally liable as primary obligor and not merely as surety for repayment of all Obligations arising under the Loan Documents. Such joint and several liability shall apply to each Borrower regardless of whether any Loan was only requested by or on behalf of or made to any other Borrower or the proceeds of any Loan were used only by or on behalf of any other Borrower or any indemnification obligation or any other obligation arose only as a result of the action of any other Borrower. If any Borrower makes a payment in respect of the Obligations hereunder and under the other Loan Documents, it shall have the rights of contribution described in this Section below and under applicable common law against the other Borrower or Borrowers; provided that such Borrower shall not exercise its right of contribution until all of the Obligations are Paid in Full; provided, however, that Agent, for the benefit of the Credit Parties, is hereby granted a Lien in such right of contribution and may enforce such right upon the occurrence and during the continuance of Event of Default. It is the intent of each Borrower and Lender that each Borrower’s maximum obligation to repay the Obligations hereunder and under the other Loan Documents (the “Loan Obligation Limit”) shall in no event not exceed the greater of (i) the amount actually borrowed or received directly or indirectly by such Borrower with respect thereto and (ii) the amount which can be incurred is $1.00 less than the amount which, if recorded by such Borrower under applicable laws relating to the insolvency of debtorsas a liability, would render such Borrower not Solvent. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to To the extent that any of the Borrowers shall fail to make any Borrower makes a payment with respect to on any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform(a “Loan Obligation Payment”), such Obligation. Every notice by or Borrower (the “Entitled Borrower”) is entitled to the Company shall be deemed also to constitute simultaneous notice by contribution and to each other Borrowerindemnification from, every act or omission by any Borrower also shall be deemed an act or omission of and reimbursement by, each other Borrower and shall be binding upon each other (a “Contributing Borrower”) in the amount of the Contribution Obligation of such Contributing Borrower hereunder. The Lender Parties shall be entitled “Contribution Obligation” of a Contributing Borrower with respect to relythe Loan Obligation Payment of an Entitled Borrower is an amount equal to the greater of (1) the lesser of (x) such Contributing Borrower’s Loan Obligation Limit at the time the Loan Obligation Payment is made and (y) such Contributing Borrower’s Allocable Share of the Loan Obligation Payment, and (2) the amount of all proceeds from the Obligations actually received by such Contributing Borrower or applied by the recipient thereof directly or indirectly for the benefit of such Contributing Borrower, less the sum of any repayments thereof and any Loan Obligation Payments made by such Contributing Borrower prior to the time the applicable Loan Obligation Payment is made. The “Allocable Share” of a Contributing Borrower is a fraction, the numerator of which is such Contributing Borrower’s Loan Obligation Limit at the time the applicable Loan Obligation Payment is made and the denominator of which is the sum of the Loan Obligation Limits of all of the Contributing Borrowers agree that the Lender Parties may so rely, on (plus a similarly computed amount for any notice given or action taken or not taken by the Company Guarantor which has a similar obligation to make a contribution) as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingstime.

Joint and Several. Each Borrower of the Sellers and the Buyer hereby acknowledges and agrees that the representations Original Sellers are each jointly and warranties made by, severally liable to the Buyer for all of their and the liabilitiesAdditional Sellers’ respective representations, obligations warranties and covenants of hereunder and applicable to, any and all of the Borrowers under this Agreement, shall be in every case . The Original Sellers hereby unconditionally and irrevocably guarantee to the Buyer the prompt and complete payment and performance by the Additional Sellers when due (whether at the stated maturity, by acceleration or not specifically so stated in each such case hereinotherwise) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtorstheir Obligations hereunder. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby Original Seller waives any and all suretyship defenses notice of the creation, renewal, extension or accrual of any of the Additional Sellers’ Obligations hereunder and notice of or proof of reliance by the Buyer upon this guaranty or acceptance of this guaranty; the Additional Sellers’ Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this guaranty; and all dealings between the Original Sellers or the Additional Sellers, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this guaranty. Each Original Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Additional Sellers or this guaranty with respect to the Additional Sellers’ Obligations. This guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability of this Agreement, the other Program Agreements, any of the Additional Sellers’ Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Additional Sellers against the Buyer, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Additional Sellers or the Original Sellers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Additional Sellers for their Obligations, or of the Original Sellers under this guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Original Sellers, the Buyer may, but shall be under no obligation, to pursue such rights and remedies that it might otherwise they may have against the Additional Sellers or any other Person or against any collateral security or guarantee for the Additional Sellers’ Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Additional Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Original Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Original Sellers of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Original Sellers. If This guaranty shall remain in full force and effect and be binding in accordance with and to the extent that any of its terms upon the Original Sellers and their successors and assigns thereof, and shall inure to the benefit of the Borrowers shall fail to make any payment with respect to any of the Obligations as Buyer, and when due or to perform any of the Obligations in accordance with the terms thereofits successors, then in each such event the other Borrowers will make such payment with respect toindorsees, or performtransferees and assigns, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission until all of each other Borrower Additional Seller’s Obligations and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder each Original Seller under this guaranty and under the other Loan Documents this Agreement shall be enforceable against such Borrower have been satisfied by payment in full, notwithstanding that from time to time during the term of this Agreement, the Additional Sellers may be free from any Obligations. Notwithstanding anything contained herein, in this Agreement or in any other Loan Document may document related thereto, each of the Additional Sellers shall be unenforceable in any respect against liable solely for such Additional Seller’s individual and direct obligations as a Seller hereunder, under this Agreement and under any other Borrower document related thereto, and no recourse shall be had against such Additional Seller, individually or that personally, as a guarantor, surety or joint obligor, whether by levy or execution, or under any law, or by the enforcement of any assessment or penalty or otherwise, for the payment or performance of any other Borrower may have commenced bankruptcySeller’s obligations hereunder, reorganization, liquidation under this Agreement or similar proceedingsunder any other document related thereto.

Joint and Several. (a) Each Borrower agrees acknowledges that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and severally liable for all of the Obligations under the Loan Documents. Each Borrower expressly understands, agrees and acknowledges that (i) Borrowers under this Agreementare all Affiliated entities by common ownership, shall be in every case (whether or not specifically so stated in each such case hereinii) joint and several in all circumstances; provided that the maximum liability of each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that Lenders extend such a common credit facility on the terms herein provided, (iv) Lenders will be lending against, and relying on a Lien upon, all of Borrowers’ assets even though the proceeds of the Loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of such Loan by Lenders and under the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, Borrower and all (vii) each Borrower has executed or will execute the Note as a co-maker of the Borrowers agree Note and that it would not be able to obtain the Lender Parties may so rely, on any notice given or action taken or not taken credit provided by Lenders hereunder without the financial support provided by the Company as being authorized by all of the other Borrowers. The Issuing Bank Each Borrower hereby absolutely and unconditionally guarantees to Agent and Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoingExcept as set forth in Section 2.13, each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 7.24 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations of such Borrower hereunder and under the other Loan Documents this Section 7.24 shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsabsolute and unconditional.

Joint and Several. Each Borrower agrees Seller Parties, Administrative Agent and Buyers hereby acknowledge and agree that each Seller Party is jointly and severally liable to Administrative Agent and Buyers for the representations full, complete and warranties made by, punctual performance and the liabilities, satisfaction of all obligations and covenants of and applicable to, any and all of the Borrowers Seller Party under this Agreement, shall be in every case provided, however, Buyers (whether including any Repledgee) agree that Administrative Agent has the sole, exclusive and non-delegable right and power to enforce this Agreement and any other Program Agreement against a Seller Party or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under Guarantor, as applicable, as agent for the other Loan Documents shall in no event exceed Buyers/Repledgee and notwithstanding the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtorsfollowing text or any Program Agreement. Each Borrower acceptsAccordingly, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby each Seller Party waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any notice of the Borrowers shall fail to make any payment with respect to creation, renewal, extension or accrual of any of the Obligations as and when due notice of or proof of reliance by Administrative Agent or any Buyer upon such Seller Party’s joint and several liability. Each Seller Party waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to perform any of the Obligations in accordance with the terms thereof, then in each or upon such event the other Borrowers will make such payment Seller Party with respect to the Obligations. When pursuing its rights and remedies hereunder against any Seller Party, Administrative Agent and any Buyer may, but shall be under no obligation to, or perform, pursue such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by rights and to each other Borrower, every act or omission by remedies hereunder against any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Seller Party or any other Loan Document may be unenforceable in any respect Person or against any collateral security for the Obligations or any right of offset with respect thereto, and any failure by Administrative Agent or any Buyer to pursue such other Borrower rights or that remedies or to collect any payments from such Seller Party or any such other Borrower may have commenced bankruptcyPerson to realize upon any such collateral security or to exercise any such right of offset, reorganizationor any release of such Seller Party or any such other Person or any such collateral security, liquidation or similar proceedingsright of offset, shall not relieve such Seller Party of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Administrative Agent or such Buyer against such Seller Party.

Joint and Several. Each of the Company and CECE (each a “Borrower agrees Loan Party”) hereby acknowledge and agree that each reference to “Borrower” in this Agreement shall be deemed a reference to each Borrower Loan Party collectively and each Borrower Loan Party hereby acknowledge and agree that it has joint and several liability on the representations Loans and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and on all of Obligations owed by the Borrowers under this Agreement, Agreement and that such liability is absolute and unconditional and shall not in any manner be in every case (whether affected or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred impaired by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of acts or omissions whatsoever by the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due Lenders or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to relyL/C Issuer, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without without limiting the generality of the foregoing, each Borrower agrees that Loan Parties’ joint and several liability on the obligations Loans and other Obligations shall not be impaired by any acceptance by the Lenders and L/C Issuer of such Borrower hereunder and under any other security for or guarantors upon the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Loans or any other Obligation or by any failure, neglect or omission on the Lenders’ or L/C Issuer’s part to resort to any one or all of the Borrower Loan Document may be unenforceable Parties for payment of the Loans or other Obligations or to realize upon or protect any collateral security therefor. Each Borrower Loan Party’s joint and several liability on the Loans and other Obligations shall not in any respect against manner be impaired or affected by who receives or uses the proceeds of the Loans or for what purposes such proceeds are used, and each Borrower Loan Party waives notice of borrowing requests issued by, and loans made to, other Borrower Loan Parties. Such joint and several liability of each Borrower shall also not be impaired or affected by (and each Lender and L/C Issuer, without notice to anyone, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for the Loans or other Obligations or of any guaranty thereof. In order to enforce payment of the Loans and other Obligations, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Administrative Agent hereunder and thereunder and under applicable law, the Administrative Agent shall be under no obligation at any time to first resort to any collateral security, property, liens or any other rights or remedies whatsoever, and the Lenders and L/C Issuer shall have the right to enforce the Loans and the other Obligations irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. By its acceptance below, each Borrower or Loan Party hereby expressly waives and surrenders any defense to its joint and several liability on the Loans and other Obligations based upon any of the foregoing. In furtherance thereof, each Borrower Loan Party agrees that any other wherever in this Agreement it is provided that a Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsLoan Party is liable for a payment such obligation is the joint and several obligation of each Borrower Loan Party.

Joint and Several. Each Borrower agrees Obligation and liability of Reseller and each Guarantor to Administrative Agents, Letter of Credit Issuer, and each Lender, including the Loan Obligations, are the joint and several obligations of Reseller and each Guarantor, and Administrative Agents, Letter of Credit Issuer, and any Lender may proceed directly against Reseller, Guarantors, any Collateral, or all of the foregoing, or any one of the foregoing or any combination of the foregoing, without first proceeding against Reseller, any Guarantor or any Collateral, or without joining all Persons liable or potentially liable for any portion of the Loan Obligations in one action. Reseller and each Guarantor shall be jointly and severally liable as primary obligor and not merely as surety for repayment of all Loan Obligations arising under the Loan Documents. If Reseller or any Guarantor makes a payment in respect of the Loan Obligations hereunder and under the other Loan Documents, Reseller or such Guarantor shall have the rights of contribution described in this Section below against Reseller or other Guarantors; provided that Reseller or such Guarantor shall not exercise its right of contribution until all of the representations Loan Obligations are fully and warranties made byindefeasibly paid and satisfied, and the liabilitiesFacilities are terminated, obligations no Letters of Credit are outstanding and covenants the Letter of Credit Exposure is zero and applicable toLenders have no further obligation to extend credit to or for the account of any Reseller; provided, any however, that Collateral Agent is hereby granted, for the benefit of Lenders, a Security Interest in such right of contribution and all may enforce such right during an Existing Default. It is the intent of Reseller, Guarantors, Administrative Agents, Letter of Credit Issuer and Lenders that Reseller’s and Guarantors’ maximum obligation to repay the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower Loan Obligations hereunder and under the other Loan Documents (the Loan Obligation Limit) shall in no event not exceed the greater of (a) the amount actually borrowed or received directly or indirectly by Reseller with respect thereto and (b) the amount which can be incurred is $1.00 less than the amount which, if recorded by Reseller or such Borrower under applicable laws relating to the insolvency of debtorsGuarantor as a liability, would render Reseller or such Guarantor not Solvent. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to To the extent that Reseller or any Guarantor makes a payment on any of the Borrowers shall fail Loan Obligations (a “Loan Obligation Payment”), Reseller or such Guarantor (the “Entitled Obligor”) is entitled to make any payment contribution and indemnification from, and reimbursement by, each other Reseller (a “Contributing Obligor”) in the amount of the Contribution Obligation of such Contributing Obligor hereunder. The “Contribution Obligation” of a Contributing Obligor with respect to any the Loan Obligation Payment of an Entitled Obligor is an amount equal to the greater of (a) the lesser of (i) such Contributing Obligor’s Loan Obligation Limit at the time the Loan Obligation Payment is made and (ii) such Contributing Obligor’s Allocable Share of the Loan Obligation Payment, and (b) the amount of all proceeds from the Loan Obligations as actually received by such Contributing Obligor or applied by the recipient thereof directly or indirectly for the benefit of such Contributing Obligor, less the sum of any repayments thereof and when due or any Loan Obligation Payments made by such Contributing Obligor prior to perform any the time the applicable Loan Obligation Payment is made. The “Allocable Share” of a Contributing Obligor is a fraction, the numerator of which is such Contributing Obligor’s Loan Obligation Limit at the time the applicable Loan Obligation Payment is made and the denominator of which is the sum of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission Loan Obligation Limits of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on Contributing Obligor (plus a similarly computed amount for any notice given or action taken or not taken by the Company Guarantor which has a similar obligation to make a contribution) as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingstime.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that it is jointly and severally liable to the representations and warranties made byAdministrative Agent, the Issuing Banks, the Lenders and the liabilities, obligations and covenants of and applicable to, any and all of other Secured Parties for the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtorsSecured Obligations. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms In furtherance thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Issuing Bank, any Lender, any Secured Party or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent, each Issuing Bank, each Lender and each other Secured Party have been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Obligor evidencing or securing the payment of any of the Secured Obligations, or any other Loan Document agreement now or hereafter executed by any other Obligor and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Obligor for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Obligor. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Obligors to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Obligor or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust remedies against any Collateral or other Obligor before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under any obligation to marshal any assets in favor of any Obligor or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower agrees that Obligation and liability of each Company, are the representations joint and warranties made byseveral obligations of each Company, and Administrative Agent and the liabilitiesLenders may proceed directly against any Company, obligations and covenants of and applicable to, any and or all of the Borrowers under this AgreementCompanies, any Loan Party, any Guarantor, or any Collateral or the Real Estate Collateral, or all of the foregoing, or any one of the foregoing or any combination of the foregoing, without first proceeding against Company, any other Loan Party, any Guarantor or any Collateral or the Real Estate Collateral, or without joining all Persons liable or potentially liable for any portion of the Obligations in one action. Each Company shall be in every case (whether or jointly and severally liable as primary obligor and not specifically so stated in each such case herein) merely as surety for repayment of all Obligations arising under the Loan Documents. Such joint and several liability shall apply to each Company regardless of whether any Loan was only requested by or on behalf of or made to any other Company or the proceeds of any Loan were used only by or on behalf of any other Company or any indemnification Obligation or any other Obligation arose only as a result of the action of any other Company. If any Company makes a payment in all circumstancesrespect of the Obligations hereunder and under the other Loan Documents, it shall have the rights of contribution described in this Section below against the other Company or Companies; provided that such Company shall not exercise its right of contribution until all of the maximum liability Obligations are Paid in Full; provided, however, that Administrative Agent is hereby granted a Lien and security interest in such right of contribution and may enforce such right upon the occurrence and during the continuance of an Event of Default. It is the intent of each Borrower Company, the Administrative Agent and each Lender that each Company’s maximum obligation to repay the Obligations hereunder and under the other Loan Documents (the “Obligation Limit”) shall in no event not exceed the greater of (i) the amount actually borrowed or received directly or indirectly by such Company with respect thereto and (ii) the amount which can be incurred is $1.00 less than the amount which, if recorded by such Borrower under applicable laws relating to the insolvency of debtorsCompany as a liability, would render such Company not solvent. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to To the extent that any of the Borrowers shall fail to make any Company makes a payment with respect to on any of the Obligations as (a “Obligation Payment”), such Company (the “Entitled Company”) is entitled to contribution and when due or to perform any indemnification from, and reimbursement by, each other Company (a “Contributing Company”) in the amount of the Obligations in accordance with the terms thereof, then in each Contribution Obligation of such event the other Borrowers will make such payment Contributing Company hereunder. The “Contribution Obligation” of a Contributing Company with respect to, or perform, such Obligation. Every notice by or to the Obligation Payment of an Entitled Company shall be deemed also is an amount equal to constitute simultaneous notice the greater of (1) the lesser of (x) such Contributing Company’s Obligation Limit at the time the Obligation Payment is made and (y) such Contributing Company’s Allocable Share of the Obligation Payment, and (2) the amount of all proceeds from the Obligations actually received by such Contributing Company or applied by the recipient thereof directly or indirectly for the benefit of such Contributing Company, less the sum of any repayments thereof and any Obligation Payments made by such Contributing Company prior to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrowerthe time the applicable Obligation Payment is made. The Lender Parties shall be entitled to rely“Allocable Share” of a Contributing Company is a fraction, the numerator of which is such Contributing Company’s Obligation Limit at the time the applicable Obligation Payment is made and the denominator of which is the sum of the Obligation Limits of all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or Contributing Companies (plus a similarly computed amount for any other Loan Document may be unenforceable in any respect against any other Borrower Party or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or Guarantor which has a similar proceedingsobligation to make a contribution) as of such time.

Joint and Several. Each of the Company and CECE (each a “Borrower agrees Loan Party”) hereby acknowledge and agree that each reference to “Borrower” in this Agreement shall be deemed a reference to each Borrower Loan Party collectively and each Borrower Loan Party hereby acknowledge and agree that it has joint and several liability on the representations Loans and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and on all of Obligations owed by the Borrowers under this Agreement, Agreement and that such liability is absolute and unconditional and shall not in any manner be in every case (whether affected or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred impaired by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of acts or omissions whatsoever by the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to relyLenders, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without without limiting the generality of the foregoing, each Borrower agrees that Loan Parties’ joint and several liability on the obligations Loans and other Obligations shall not be impaired by any acceptance by the Lenders of such Borrower hereunder and under any other security for or guarantors upon the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Loans or any other Obligation or by any failure, neglect or omission on the Lenders’ part to resort to any one or all of the Borrower Loan Document may be unenforceable Parties for payment of the Loans or other Obligations or to realize upon or protect any collateral security therefor. Each Borrower Loan Party’s joint and several liability on the Loans and other Obligations shall not in any respect against manner be impaired or affected by who receives or uses the proceeds of the Loans or for what purposes such proceeds are used, and each Borrower Loan Party waives notice of borrowing requests issued by, and loans made to, other Borrower Loan Parties. Such joint and several liability of each Borrower shall also not be impaired or affected by (and each Lender, without notice to anyone, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for the Loans or other Obligations or of any guaranty thereof. In order to enforce payment of the Loans and other Obligations, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Administrative Agent hereunder and thereunder and under applicable law, the Administrative Agent shall be under no obligation at any time to first resort to any collateral security, property, liens or any other rights or remedies whatsoever, and the Lenders shall have the right to enforce the Loans and the other Obligations irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. By its acceptance below, each Borrower or Loan Party hereby expressly waives and surrenders any defense to its joint and several liability on the Loans and other Obligations based upon any of the foregoing. In furtherance thereof, each Borrower Loan Party agrees that any other wherever in this Agreement it is provided that a Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsLoan Party is liable for a payment such obligation is the joint and several obligation of each Borrower Loan Party.

Joint and Several. All Loans made to the Borrowers shall be deemed jointly funded to, and received by, the Borrowers. Each Borrower jointly and severally agrees to pay, and shall be jointly and severally liable for the payment and performance of, all Obligations. Each Borrower acknowledges and agrees that the representations joint and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all several liability of the Borrowers under this Agreementis provided as an inducement to the Agent to provide loans and other financial accommodations to the Borrowers, and that each such loan or other financial accommodation shall be deemed to have been done or extended by the Agent in every case (whether or not specifically so stated consideration of, and in each such case herein) reliance upon, the joint and several in all circumstances; provided that liability of the maximum Borrowers. The joint and several liability of each Borrower hereunder is absolute, unconditional and continuing, regardless of the validity or enforceability of any of the Obligations, or the fact that a Lien in any Collateral may not be enforceable or subject to equities or defenses or prior claims in favor of others, or may be invalid or defective in any way and for any reason. Each Borrower hereby waives: (a) all notices to which such Borrower may be entitled as a co-obligor with respect to the Obligations, including, without limitation, notice of (i) acceptance of this Agreement, (ii) the making of loans or other financial accommodations under this Agreement, or the creation or existence of the Obligations, and (iii) presentment, demand, protest, notice of protest and notice of non-payment; and (b) all defenses based on (i) any modification (or series of modifications) of this Agreement or the other Loan Documents shall in no event exceed that may create a substituted contract, or that may fundamentally alter the amount which can be incurred by risks imposed on such Borrower hereunder, (ii) the release of any other Borrower (or any other Loan Party) from its duties under applicable laws relating this Agreement or the other Loan Documents, or the extension of the time of performance of any other Borrower’s duties hereunder or thereunder, (iii) the taking, releasing, impairment or abandonment of any Collateral, or the settlement, release or compromise of the Obligations or any other Borrower’s or Guarantor’s liabilities with respect to all or any portion of the insolvency Obligations, or (iv) any other act (or any failure to act) that fundamentally alters the risks imposed on such Borrower by virtue of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such its joint and several liability with hereunder. It is the other Borrowers and hereby waives intent of each Borrower by this paragraph to waive any and all suretyship defenses that it might otherwise have hereunder. If and available to the extent that any of the Borrowers shall fail to make any payment such Borrower with respect to the Obligations, whether or not specifically enumerated above. Notwithstanding any provisions of this Agreement to the contrary, it is the intent of the parties hereto that the joint and several nature of the liabilities of the Borrowers, and the Liens granted by the Borrowers to secure the Obligations, not constitute a fraudulent conveyance under Section 548 of Chapter 11 of Title II of the United States Code (11 U.S.C. § 101, et seq.), as amended, or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance, fraudulent transfer or similar law of any Governmental Authority, as in effect from time to time. Accordingly, the Agent and the Borrowers agree that if the obligations and liabilities of any Borrower hereunder, or any Liens granted by such Borrower securing the Obligations would, but for the application of this sentence, constitute a fraudulent conveyance or fraudulent transfer under any applicable Requirement of Law, the obligations and liabilities of such Borrower hereunder, as well as the Liens securing such obligations and liabilities, shall be valid and enforceable only to the maximum extent that would not cause such obligations, liabilities or Liens to constitute a fraudulent conveyance or fraudulent transfer under any applicable Requirement of Law. Each Loan Party hereby agrees that until the full and final payment and satisfaction of the Obligations and the termination of this Agreement, such Loan Party will not exercise any subrogation, contribution or other right or remedy against any other Loan Party or any security for any of the Obligations as arising by reason of such Loan Party’s performance or satisfaction of its joint and when several liability hereunder. In addition, each Loan Party agrees that (a) such Loan Party’s right to receive any payment of amounts due with respect to such subrogation, contribution or other rights is subordinated to perform the full and final payment and satisfaction of the Obligations, and (b) such Loan Party agrees not to demand, xxx for or otherwise attempt to collect any such payment until the full and final payment and satisfaction of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions termination of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsAgreement.

Joint and Several. Each Where more than one person is liable as Borrower agrees or Guarantor for any obligation under or in connection with this Letter of Agreement, then the liability of each such person for such obligation is joint and several (solidary) with each other such person. Judgment Currency: If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Letter of Agreement, it becomes necessary to convert into a particular currency (the “Judgment Currency'’) any amount due under this Letter of Agreement in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which BMO is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its principal office in Txxxxxx, Xxxxxxx. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by BMO of the amount due, the Borrower will, on the date of receipt by BMO, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the representations amount received by BMO on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by BMO is the amount then due under this Letter of Agreement in the Currency Due. If the amount of the Currency Due which BMO is so able to purchase is less than the amount of the Currency Due originally due to it, the Borrower and warranties made by, each Guarantor jointly and the liabilities, obligations severally (solidarily) agree to indemnify BMO from and covenants of and applicable to, against any and all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the Borrowers under other obligations contained in this Letter of Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint give rise to a separate and several in all circumstances; provided that the maximum liability independent cause of each Borrower hereunder and under the other Loan Documents action, shall in no event exceed the amount which can be incurred apply irrespective of any indulgence granted by such Borrower under applicable laws relating BMO from time to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower time and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, continue in full force and all effect notwithstanding any judgment or order in respect of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all an amount due under this Letter of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or under any other Loan Document may be unenforceable in any respect against any other Borrower judgment or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsorder.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Administrative Agent and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent and each Lender have been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under any obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each of the Borrowers (each a “Borrower Loan Party”) hereby acknowledges and agrees that each reference to “Borrower” in this Agreement shall be deemed a reference to each Borrower Loan Party collectively and each Borrower Loan Party hereby acknowledge and agree that it has joint and several liability on the representations Loans, Notes, Reimbursement Obligations and warranties made by, and the liabilities, on all obligations and covenants of and applicable to, any and all of owed by the Borrowers under this Agreement, Agreement and that such liability is absolute and unconditional and shall not in any manner be in every case (whether affected or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred impaired by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of acts or omissions whatsoever by the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to relyLenders, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without without limiting the generality of the foregoing, each Borrower agrees that Loan Party’s joint and several liability on the obligations of such Borrower hereunder Loans, Notes, Reimbursement Obligations and under this Agreement shall not be impaired by any acceptance by the Lenders of any other Loan Documents shall be enforceable against such Borrower notwithstanding that security for or guarantors upon the Loans, Notes, Reimbursement Obligations or any obligations under this Agreement or by any failure, neglect or omission on the Lenders’ part to resort to any one or all of the Borrower Loan Parties for payment of the Loans, Notes, Reimbursement Obligations or the obligations under this Agreement or to realize upon or protect any collateral security therefor. Each Borrower Loan Party’s joint and several liability on the Loans, Notes, Reimbursement Obligations and under this Agreement shall not in any manner be impaired or affected by who receives or uses the proceeds of the Loans, Reimbursement Obligations or for what purposes such proceeds are used, and each Borrower Loan Party waives notice of borrowing requests issued by, and loans made to, other Borrower Loan Parties. Such joint and several liability of each Borrower shall also not be impaired or affected by (and each Lender, without notice to anyone, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for the Loans, Notes, Reimbursement Obligations or the obligations under this Agreement or of any guaranty thereof. In order to enforce payment of the Loans, Notes, Reimbursement Obligations and the Borrower Loan Parties’ obligations under this Agreement, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Administrative Agent hereunder and thereunder and under applicable law, the Administrative Agent shall be under no obligation at any time to first resort to any collateral security, property, liens or any other rights or remedies whatsoever, and the Lenders shall have the right to enforce the Loans, Notes, Reimbursement Obligations and the Borrower Loan Document may be unenforceable Parties’ obligations under this Agreement irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. By its acceptance below, each Borrower Loan Party hereby expressly waives and surrenders any defense to its joint and several liability on the Loans, Notes or Reimbursement Obligations under this Agreement based upon any of the foregoing. In furtherance thereof, each Borrower Loan Party agrees that wherever in any respect against any other this Agreement it is provided that a Borrower or that any other Loan Party is liable for a payment such obligation is the joint and several obligation of each Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsLoan Party.

Joint and Several. Each The Borrower and each other Loan Party hereby unconditionally and irrevocably agrees it is jointly and severally liable hereunder to the Administrative Agent, the Issuing Lender, the Lenders and each other Secured Party. In furtherance thereof, the Borrower agrees that wherever in this Agreement or any other Loan Document it is provided that a Borrower is liable for a payment, such obligation is the representations joint and warranties made several obligation of the Borrower and wherever in this Agreement or any other Loan Document it is provided that a Loan Party is liable for a payment, such obligation is the joint and several obligation of each Loan Party. The Borrower and each other Loan Party acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Issuing Lender, any Lender or any other Person. Each Loan Party’s liability for the Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and the Borrower and each other Loan Party waives notice of borrowing requests issued by, and the liabilities, obligations and covenants loans or other extensions of and applicable credit made to, other Borrowers or other Loan Parties. The Borrower and each other Loan Party hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Person against any party liable for payment under this Agreement or any other Loan Document unless and all until the occurrence of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in Facility Termination Date. The Borrower’s and each such case herein) other Loan Party’s joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating shall, to the insolvency fullest extent permitted by applicable law, be the unconditional liability of debtors. Each Borrower acceptssuch Person irrespective of (i) the validity, as co-debtor and not merely as suretyenforceability, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that avoidance or subordination of any of the Borrowers shall fail Secured Obligations or of any other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to make collect any payment of the Obligations from any other Loan Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any other Secured Party with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Obligations as Obligations, or any other agreement now or hereafter executed by any other Loan Party and when due delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any other Secured Party to take any steps to perfect or maintain the perfected status of its Lien upon, or to perform preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in accordance with whole or in part, of the terms thereofliability of any other Loan Party for the payment of any of the Obligations, then (vi) any increase in the amount of the Obligations beyond any limits imposed herein 114 TABLE OF CONTENTS (continued) Page or in the amount of any interest, fees or other charges payable in connection therewith, in each such event the other Borrowers will make such payment with respect tocase, or perform, such Obligation. Every notice if consented to by or to the Company shall be deemed also to constitute simultaneous notice by and to each any other Borrower, every act or omission by any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and at once, without notice to the Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in Party, against any respect or all of the Loan Parties to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or that any other Loan Party or against any Collateral or other security for the payment or performance of any of the Obligations, and the Borrower may have commenced bankruptcy, reorganization, liquidation and each other Loan Party waives any provision that might otherwise require the Administrative Agent or similar proceedingsany other Secured Party under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Loan Party or its property. Each Loan Party consents and agrees that neither the Administrative Agent nor any other Secured Party shall be under any obligation to marshal any assets in favor of any Loan Party or against or in payment of any or all of the Obligations.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower acceptsAdministrative Agent, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Banks and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Issuing Bank, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent, each Issuing Bank and each Lender have been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of the Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under any obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) Sellers is accepting joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Transaction Documents shall in no event exceed consideration of the amount which can financial accommodations to be incurred provided by such Borrower the Purchasers under applicable laws relating this Agreement, for the mutual benefit, directly and indirectly, of each of the Sellers and in consideration of the undertakings of the other Seller to accept joint and several liability for the insolvency of debtorsAggregate Unpaids. Each Borrower of the Sellers, jointly and severally, hereby irrevocably and unconditionally accepts, as co-debtor and not merely as suretya surety but also as a co-debtor, such joint and several liability with the other Borrowers Seller, with respect to the payment and performance of all of the Aggregate Unpaids, it being the intention of the parties hereto that all the Aggregate Unpaids shall be the joint and several obligations of each of the Sellers without preferences or distinction between them. Except as otherwise expressly provided in this Agreement, each Seller hereby waives notice of acceptance of its joint and several liability, notice of the occurrence of any Amortization Event or Potential Amortization Event, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Agent or any Purchaser under or in respect of the Aggregate Unpaids, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Seller hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Aggregate Unpaids, the acceptance of any payment of any of the Aggregate Unpaids, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Agent or any Purchaser at any time or times in respect of any default by any Seller in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all suretyship defenses that it might otherwise have hereunder. If and to other indulgences whatsoever by the extent that Agent or any Purchaser in respect of any of the Borrowers shall fail to make Aggregate Unpaids, and the taking, addition, substitution or release, in whole or in part, at any payment with respect to time or times, of any security for any of the Obligations as and when due Aggregate Unpaids or to perform the addition, substitution or release, in whole or in part, of any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSeller. Without limiting the generality of the foregoing, each Borrower agrees that Seller assents to any other action or delay in acting or failure to act on the part of the Agent or any Purchaser with respect to the failure by any Seller to comply with any of its respective obligations, it being the intention of each Seller that, so long as any of the Aggregate Unpaids hereunder remain unsatisfied, the obligations of such Borrower hereunder Seller under this Section 14.19 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Seller under this Section 14.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Seller or the Agent or any Purchaser. fourth amended and restated receivables purchase agreement Each Seller represents and warrants to the Agent and the Purchasers that such Seller is currently informed of the financial condition of the other Loan Documents Seller and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Aggregate Unpaids. Each Seller hereby covenants that such Seller will continue to keep informed of the other Seller’s financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Aggregate Unpaids. Each Seller agrees that the Agent and the Purchasers may, in their sole and absolute discretion, select the Receivables of any one of the Sellers for sale or application to the Aggregate Unpaids, without regard to the ownership of such Receivables, and shall not be enforceable required to make such selection ratably from the Receivables owned by any of the Sellers. The provisions of this Section 14.19 are made for the benefit of the Agent, the Purchasers and their respective successors and assigns, and may be enforced by it or them from time to time against such Borrower notwithstanding that this Agreement any or all of the Sellers as often as occasion therefor may arise and without requirement on the part of the Agent, any Purchasers or any such successor or assign first to marshal any of its or their claims or to exercise any of its or their rights against any of the other Loan Document Sellers or to exhaust any remedies available to it or them against any of the other Sellers or to resort to any other source or means of obtaining payment of any of the Aggregate Unpaids hereunder or to elect any other remedy. The provisions of this Section 14.19 shall remain in effect until all of the Aggregate Unpaids shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Aggregate Unpaids, is rescinded or must otherwise be restored or returned by the Agent or any Purchaser upon the insolvency, bankruptcy or reorganization of any of the Sellers, or otherwise, the provisions of this Section 14.19 will forthwith be reinstated in effect, as though such payment had not been made. Each Seller hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Seller with respect to any liability incurred by it hereunder or under any of the other Transaction Documents, any payments made by it to the Agent or any Purchaser with respect to any of the fourth amended and restated receivables purchase agreement Aggregate Unpaids or any collateral security therefor until such time as all of the Aggregate Unpaids have been paid in full in cash. Any claim which any Seller may be unenforceable in any respect have against any other Borrower Seller with respect to any payments to the Agent or that any Purchaser hereunder or under any other Borrower may have commenced Transaction Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Aggregate Unpaids arising hereunder or thereunder, to the prior payment in full in cash of the Aggregate Unpaids and, in the event of any insolvency, bankruptcy, reorganizationreceivership, liquidation liquidation, reorganization or other similar proceedingsproceeding under the laws of any jurisdiction relating to any Seller, its debts or its assets, whether voluntary or involuntary, all such Aggregate Unpaids shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Seller therefor. Each of the Sellers hereby agrees that, after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, the payment of any amounts due with respect to the indebtedness owing by any Seller to any other Seller is hereby subordinated to the prior payment in full in cash of the Aggregate Unpaids. Each Seller hereby agrees that after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, such Seller will not demand, sxx for or otherwise attempt to collect any indebtedness of any other Seller owing to such Seller until the Aggregate Unpaids shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Seller shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Seller as trustee for the Agent and the Purchasers, and such Seller shall deliver any such amounts to the Agent for application to the Aggregate Unpaids in accordance with Article II.

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) Sellers is accepting joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Transaction Documents shall in no event exceed consideration of the amount which can financial accommodations to be incurred provided by such Borrower the Purchasers under applicable laws relating this Agreement, for the mutual benefit, directly and indirectly, of each of the Sellers and in consideration of the undertakings of the other Seller to accept joint and several liability for the insolvency of debtorsAggregate Unpaids. Each Borrower of the Sellers, jointly and severally, hereby irrevocably and unconditionally accepts, as co-debtor and not merely as suretya surety but also as a co-debtor, such joint and several liability with the other Borrowers Seller, with respect to the payment and performance of all of the Aggregate Unpaids, it being the intention of the parties hereto that all the Aggregate Unpaids shall be the joint and several obligations of each of the Sellers without preferences or distinction between them. Except as otherwise expressly provided in this Agreement, each Seller hereby waives notice of acceptance of its joint and several liability, notice of the occurrence of any Amortization Event or Potential Amortization Event, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Agent or any Purchaser under or in respect of the Aggregate Unpaids, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Agreement (except as otherwise provided in this Agreement). Each Seller hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Aggregate Unpaids, the acceptance of any payment of any of the Aggregate Unpaids, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Agent or any Purchaser at any time or times in respect of any default by any Seller in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all suretyship defenses that it might otherwise have hereunder. If and to other indulgences whatsoever by the extent that Agent or any Purchaser in respect of any of the Borrowers shall fail to make Aggregate Unpaids, and the taking, addition, substitution or release, in whole or in part, at any payment with respect to time or times, of any security for any of the Obligations as and when due Aggregate Unpaids or to perform the addition, substitution or release, in whole or in part, of any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSeller. Without limiting the generality of the foregoing, each Borrower agrees that Seller assents to any other action or delay in acting or failure to act on the part of the Agent or any Purchaser with respect to the failure by any Seller to comply with any of its respective obligations, it being the intention of each Seller that, so long as any of the Aggregate Unpaids hereunder remain unsatisfied, the obligations of such Borrower hereunder Seller under this Section 14.19 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Seller under this Section 14.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Seller or the Agent or any Purchaser. Each Seller represents and warrants to the Agent and the Purchasers that such Seller is currently informed of the financial condition of the other Loan Documents Seller and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Aggregate Unpaids. Each Seller hereby covenants that such Seller will continue to keep informed of the other Seller’s financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Aggregate Unpaids. Each Seller agrees that the Agent and the Purchasers may, in their sole and absolute discretion, select the Receivables of any one of the Sellers for sale or application to the Aggregate Unpaids, without regard to the ownership of such Receivables, and shall not be enforceable required to make such selection ratably from the Receivables owned by any of the Sellers. The provisions of this Section 14.19 are made for the benefit of the Agent, the Purchasers and their respective successors and assigns, and may be enforced by it or them from time to time against such Borrower notwithstanding that this Agreement any or all of the Sellers as often as occasion therefor may arise and without requirement on the part of the Agent, any Purchasers or any such successor or assign first to marshal any of its or their claims or to exercise any of its or their rights against any of the other Loan Document Sellers or to exhaust any remedies available to it or them against any of the other Sellers or to resort to any other source or means of obtaining payment of any of the Aggregate Unpaids hereunder or to elect any other remedy. The provisions of this Section 14.19 shall remain in effect until all of the Aggregate Unpaids shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Aggregate Unpaids, is rescinded or must otherwise be restored or returned by the Agent or any Purchaser upon the insolvency, bankruptcy or reorganization of any of the Sellers, or otherwise, the provisions of this Section 14.19 will forthwith be reinstated in effect, as though such payment had not been made. FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Each Seller hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Seller with respect to any liability incurred by it hereunder or under any of the other Transaction Documents, any payments made by it to the Agent or any Purchaser with respect to any of the Aggregate Unpaids or any collateral security therefor until such time as all of the Aggregate Unpaids have been paid in full in cash. Any claim which any Seller may be unenforceable in any respect have against any other Borrower Seller with respect to any payments to the Agent or that any Purchaser hereunder or under any other Borrower may have commenced Transaction Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Aggregate Unpaids arising hereunder or thereunder, to the prior payment in full in cash of the Aggregate Unpaids and, in the event of any insolvency, bankruptcy, reorganizationreceivership, liquidation liquidation, reorganization or other similar proceedings.proceeding under the laws of any jurisdiction relating to any Seller, its debts or its assets, whether voluntary or involuntary, all such Aggregate Unpaids shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Seller therefor. Each of the Sellers hereby agrees that, after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, the payment of any amounts due with respect to the indebtedness owing by any Seller to any other Seller is hereby subordinated to the prior payment in full in cash of the Aggregate Unpaids. Each Seller hereby agrees that after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, such Seller will not demand, xxx for or otherwise attempt to collect any indebtedness of any other Seller owing to such Seller until the Aggregate Unpaids shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Seller shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Seller as trustee for the Agent and the Purchasers, and such Seller shall deliver any such amounts to the Agent for application to the Aggregate Unpaids in accordance with Article II. (SIGNATURE PAGES FOLLOW) FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that it is jointly and severally liable to the representations and warranties made byAdministrative Agent, the Issuing Banks, and the liabilities, obligations and covenants of and applicable to, any and all of Lenders for the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtorsSecured Obligations. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms In furtherance thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and will not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Issuing Bank, any Lender, or any other Person. Each Borrower’s liability for the Secured Obligations will not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse, or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent, each Issuing Bank, and each Lender have been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations will, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedings.irrespective of

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Administrative Agent and the Lenders are fully authorized by each Borrower to act for the Obligations arising under this Agreement and rely also upon the representations Loan Documents, including those amounts due under Sections 2, 3, 4, 12 and warranties, covenants, notices, acts and omissions of each other Borrower13. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent or the Lenders. Each Borrower’s liability for the Obligations arising under this Agreement and the Loan Documents shall not in any manner be impaired or affected by who receives or uses the proceeds of the Loans, Letters of Credit or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and Loans and other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent and the Lenders have been paid in full and all of the Obligations are satisfied and discharged. Each Borrower’s joint and several liability hereunder with respect to the Obligations shall, to the fullest extent permitted by Applicable Law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to Administrative Agent or any Lender, (iv) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Obligations, (v) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any Borrower, or any decrease in the same, or (vi) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Obligations, without first proceeding against any other Loan Party or against any security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Administrative Agent under Applicable Law to pursue or exhaust its remedies against any security for the payment or performance of any of the Obligations or other Loan Party before pursuing such Borrower or its Property. Each Borrower consents and agrees that neither the Administrative Agent or any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under any obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Obligations.

Joint and Several. Each Borrower agrees that the representations obligation and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower to Bank, including, without limitation, the Obligations, are the joint and several obligations of each Borrower, and Bank may proceed directly against any Borrower, or all Borrowers, or any Guarantor, or any Collateral, or all of the foregoing, or any one of the foregoing or any combination of the foregoing, without first proceeding against Borrower or any Collateral, or without joining all Persons liable or potentially liable for any portion of the Obligations in one action. Each Borrower shall be jointly and severally liable as primary obligor and not merely as surety for repayment of all Obligations arising under the Loan Documents. Such joint and several liability shall apply to each Borrower regardless of whether any Loan was only requested by or on behalf of or made to any other Borrower or the proceeds of any Loan were used only by or on behalf of any other Borrower or any indemnification obligation or any other obligation arose only as a result of the action of any other Borrower. If any Borrower makes a payment in respect of the Obligations hereunder and under the other Loan Documents, it shall have the rights of contribution described in this Section below and under applicable common law against the other Borrower or Borrowers; provided that such Borrower shall not exercise its right of contribution until all of the Obligations are Paid in Full; provided, however, that Bank is hereby granted a Lien in such right of contribution and may enforce such right upon the occurrence and during the continuance of Event of Default. It is the intent of each Borrower and Bank that each Borrower’s maximum obligation to repay the Obligations hereunder and under the other Loan Documents (the “Loan Obligation Limit”) shall in no event not exceed the greater of (i) the amount actually borrowed or received directly or indirectly by such Borrower with respect thereto and (ii) the amount which can be incurred is $1.00 less than the amount which, if recorded by such Borrower under applicable laws relating to the insolvency of debtorsas a liability, would render such Borrower not Solvent. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to To the extent that any of the Borrowers shall fail to make any Borrower makes a payment with respect to on any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform(a “Loan Obligation Payment”), such Obligation. Every notice by or Borrower (the “Entitled Borrower”) is entitled to the Company shall be deemed also to constitute simultaneous notice by contribution and to each other Borrowerindemnification from, every act or omission by any Borrower also shall be deemed an act or omission of and reimbursement by, each other Borrower and shall be binding upon each other (a “Contributing Borrower”) in the amount of the Contribution Obligation of such Contributing Borrower hereunder. The Lender Parties shall be entitled “Contribution Obligation” of a Contributing Borrower with respect to relythe Loan Obligation Payment of an Entitled Borrower is an amount equal to the greater of (1) the lesser of (x) such Contributing Borrower’s Loan Obligation Limit at the time the Loan Obligation Payment is made and (y) such Contributing Borrower’s Allocable Share of the Loan Obligation Payment, and (2) the amount of all proceeds from the Loan Obligations actually received by such Contributing Borrower or applied by the recipient thereof directly or indirectly for the benefit of such Contributing Borrower, less the sum of any repayments thereof and any Loan Obligation Payments made by such Contributing Borrower prior to the time the applicable Loan Obligation Payment is made. The “Allocable Share” of a Contributing Borrower is a fraction, the numerator of which is such Contributing Borrower’s Loan Obligation Limit at the time the applicable Loan Obligation Payment is made and the denominator of which is the sum of the Loan Obligation Limits of all of the Contributing Borrowers agree that the Lender Parties may so rely, on (plus a similarly computed amount for any notice given or action taken or not taken by the Company Guarantor which has a similar obligation to make a contribution) as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents time. This Section shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsapplicable if there is more than one Borrower.

Joint and Several. Each of LECG, LLC and Smart Business Advisory and Consulting, LLC (each a “Borrower agrees Loan Party”) hereby acknowledge and agree that each reference to “Borrower” in this Agreement shall be deemed a reference to each Borrower Loan Party collectively and each Borrower Loan Party hereby acknowledge and agree that it has joint and several liability on the representations Term B Loans, the BMO Hedge Termination Payment and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and on all of other Obligations owed by the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint Agreement and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents (collectively, the “Borrowers’ Obligations”), and that such liability is absolute and unconditional and shall not in no event exceed the amount which can any manner be incurred affected or impaired by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of acts or omissions whatsoever by the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to relyLenders, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without without limiting the generality of the foregoing, each Borrower agrees that Loan Parties’ joint and several liability on the obligations Borrowers’ Obligations shall not be impaired by any acceptance by the Lenders of any other security for or guarantors upon any of the Borrowers’ Obligations, or by any failure, neglect or omission on the Lenders’ part to resort to any one or all of the Borrower Loan Parties for payment of any of the Borrowers’ Obligations, or to realize upon or protect any collateral security therefor. Each Borrower Loan Party’s joint and several liability on the Borrowers’ Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the Term B Loans or for what purposes such proceeds are used, and each Borrower Loan Party waives notice of borrowing requests issued by, and loans made to, other Borrower Loan Parties. Such joint and several liability of each Borrower shall also not be impaired or affected by (and each Lender, without notice to anyone, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for any of the Borrowers’ Obligations or of any guaranty thereof. In order to enforce payment of any of the Borrowers’ Obligation, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Administrative Agent hereunder and thereunder and under applicable law, the other Loan Documents Administrative Agent shall be enforceable against such Borrower notwithstanding that this Agreement under no obligation at any time to first resort to any collateral security, property, liens or any other rights or remedies whatsoever, and the Lenders shall have the right to enforce any of the Borrowers’ Obligations irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. By its acceptance below, each Borrower Loan Document may be unenforceable Party hereby expressly waives and surrenders any defense to its joint and several liability on the Borrowers’ Obligations based upon any of the foregoing. In furtherance thereof, each Borrower Loan Party agrees that wherever in any respect against any other this Agreement it is provided that a Borrower or that any other Loan Party is liable for a payment such obligation is the joint and several obligation of each Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsLoan Party.

Joint and Several. Each Borrower agrees Obligation and liability of Reseller and each Guarantor to Administrative Agents, Letter of Credit Issuer, and each Lender, including the Loan Obligations, are the joint and several obligations of Reseller and each Guarantor, and Administrative Agents, Letter of Credit Issuer, and any Lender may proceed directly against Reseller, Guarantors, any Collateral, or all of the foregoing, or any one of the foregoing or any combination of the foregoing, without first proceeding against Reseller, any Guarantor or any Collateral, or without joining all Persons liable or potentially liable for any portion of the Loan Obligations in one action. Reseller and each Guarantor shall be jointly and severally liable as primary obligor and not merely as surety for repayment of all Loan Obligations arising under the Loan Documents. If Reseller or any Guarantor makes a payment in respect of the Loan Obligations hereunder and under the other Loan Documents, Reseller or such Guarantor shall have the rights of contribution described in this Section below against Reseller or other Guarantors; provided that Reseller or such Guarantor shall not exercise its right of contribution until all of the representations Loan Obligations are fully and warranties made byindefeasibly paid and satisfied, and the liabilitiesFacilities are terminated, obligations no Letters of Credit are outstanding and covenants the Letter of Credit Exposure is zero and applicable toLenders have no further obligation to extend credit to or for the account of any Reseller; provided, any however, that Collateral Agent is hereby granted, for the benefit of Lenders, a Security Interest in such right of contribution and all may enforce such right during an Existing Default. It is the intent of Reseller, Guarantors, Administrative Agents, Letter of Credit Issuer and Lenders that Reseller’s and Guarantors’ maximum obligation to repay the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower Loan Obligations hereunder and under the other Loan Documents (the Loan Obligation Limit) shall in no event not exceed the greater of (a) the amount actually borrowed or received directly or indirectly by Reseller with respect thereto and (b) the amount which can be incurred is $1.00 less than the amount which, if recorded by Reseller or such Borrower under applicable laws relating to the insolvency of debtorsGuarantor as a liability, would render Reseller or such Guarantor not Solvent. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to To the extent that Reseller or any Guarantor makes a payment on any of the Borrowers shall fail Loan Obligations (a “LOAN OBLIGATION PAYMENT”), Reseller or such Guarantor (the “ENTITLED OBLIGOR”) is entitled to make any payment contribution and indemnification from, and reimbursement by, each other Reseller (a “CONTRIBUTING OBLIGOR”) in the amount of the Contribution Obligation of such Contributing Obligor hereunder. The “CONTRIBUTION OBLIGATION” of a Contributing Obligor with respect to any the Loan Obligation Payment of an Entitled Obligor is an amount equal to the greater of (a) the lesser of (i) such Contributing Obligor’s Loan Obligation Limit at the time the Loan Obligation Payment is made and (ii) such Contributing Obligor’s Allocable Share of the Loan Obligation Payment, and (b) the amount of all proceeds from the Loan Obligations as actually received by such Contributing Obligor or applied by the recipient thereof directly or indirectly for the benefit of such Contributing Obligor, less the sum of any repayments thereof and when due or any Loan Obligation Payments made by such Contributing Obligor prior to perform any the time the applicable Loan Obligation Payment is made. The “ALLOCABLE SHARE” of a Contributing Obligor is a fraction, the numerator of which is such Contributing Obligor’s Loan Obligation Limit at the time the applicable Loan Obligation Payment is made and the denominator of which is the sum of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission Loan Obligation Limits of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on Contributing Obligor (plus a similarly computed amount for any notice given or action taken or not taken by the Company Guarantor which has a similar obligation to make a contribution) as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingstime.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Administrative Agent and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent and each Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under no obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each The Borrower and each other Loan Party hereby unconditionally and irrevocably agrees it is jointly and severally liable hereunder to the Administrative Agent, the Issuing Lender, the Lenders and each other Secured Party. In furtherance thereof, the Borrower agrees that wherever in this Agreement or any other Loan Document it is provided that a Borrower is liable for a payment, such obligation is the representations joint and warranties made several obligation of the Borrower and wherever in this Agreement or any other Loan Document it is provided that a Loan Party is liable for a payment, such obligation is the joint and several obligation of each Loan Party. The Borrower and each other Loan Party acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Issuing Lender, any Lender or any other Person. Each Loan Party’s liability for the Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and the Borrower and each other Loan Party waives notice of borrowing requests issued by, and the liabilities, obligations and covenants loans or other extensions of and applicable credit made to, other Borrowers or other Loan Parties. The Borrower and each other Loan Party hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Person against any party liable for payment under this Agreement or any other Loan Document unless and all until the occurrence of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in Facility Termination Date. The Borrower’s and each such case herein) other Loan Party’s joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating shall, to the insolvency fullest extent permitted by applicable law, be the unconditional liability of debtors. Each Borrower acceptssuch Person irrespective of (i) the validity, as co-debtor and not merely as suretyenforceability, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that avoidance or subordination of any of the Borrowers shall fail Secured Obligations or of any other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to make collect any payment of the Obligations from any other Loan Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any other Secured Party with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Obligations as Obligations, or any other agreement now or hereafter executed by any other Loan Party and when due delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any other Secured Party to take any steps to perfect or maintain the perfected status of its Lien upon, or to perform preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in accordance with whole or in part, of the terms thereofliability of any other Loan Party for the payment of any of the Obligations, then (vi) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each such event the other Borrowers will make such payment with respect tocase, or perform, such Obligation. Every notice if consented to by or to the Company shall be deemed also to constitute simultaneous notice by and to each any other Borrower, every act or omission by any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and at once, without notice to the Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in Party, against any respect or all of the Loan Parties to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or that any other Loan Party or against any Collateral or other security for the payment or performance of any of the Obligations, and the Borrower may have commenced bankruptcy, reorganization, liquidation and each other Loan Party waives any provision that might otherwise require the Administrative Agent or similar proceedingsany other Secured Party under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Loan Party or its property. Each Loan Party consents and agrees that neither the Administrative Agent nor any other Secured Party shall be under any obligation to marshal any assets in favor of any Loan Party or against or in payment of any or all of the Obligations.

Joint and Several. Each Borrower agrees that Notwithstanding anything herein or in any Loan Document to the representations and warranties made bycontrary, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such have joint and several liability in respect of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other Borrowers instance, and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any Loan Document Obligations of the Borrowers hereunder shall fail to make not be conditioned or contingent upon the pursuit by the Lenders or any payment other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Obligations as Loans made to any other Borrower hereunder and when due or to perform any of the Obligations amounts owing hereunder by such other Loan Parties in accordance with the terms thereofrespect of such Loans, then in each such event the other Borrowers will make such payment with respect todiligence, or performpresentment, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by demand of payment, protest and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to relyall notices whatsoever, and all of the Borrowers agree any requirement that the Administrative Agent, the Collateral Agent or any Lender Parties may so relyexhaust any right, on any notice given power or action taken remedy or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of proceed against such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that Parties under this Agreement or any other Loan Document may be unenforceable in any respect agreement or instrument referred to herein or against any other Borrower or that person under any other Borrower may have commenced bankruptcyguarantee of, reorganizationor security for, liquidation or similar proceedingsany of such amounts owing hereunder.

Joint and Several. Each Obligation and liability of Borrower agrees that to Administrative Agent, each Lender, and Letter of Credit Issuer, including the representations Loan Obligations, are the joint and warranties made byseveral obligations of Borrower, and Administrative Agent, any Lender, and the liabilitiesLetter of Credit Issuer, obligations and covenants of and applicable tomay proceed directly against any Borrower, or all Borrowers, or any and Guarantor, or any Collateral, or all of the Borrowers under this Agreementforegoing, or any one of the foregoing or any combination of the foregoing, without first proceeding against Borrower or any Collateral, or without joining all Persons liable or potentially liable for any portion of the Loan Obligations in one action. Each Borrower shall be in every case (whether or jointly and severally liable as primary obligor and not specifically so stated in each such case herein) merely as surety for repayment of all Loan Obligations arising under the Loan Documents. Such joint and several liability shall apply to Borrower regardless of whether any Advance was only requested by or on behalf of or made to any other Borrower or the proceeds of any Advance were used only by or on behalf of any other Borrower or any indemnification Obligation or any other Obligation arose only as a result of the action of any other Borrower. If any Borrower makes a payment in all circumstancesrespect of the Loan Obligations hereunder and under the other Loan Documents, it shall have the rights of contribution described in this Section below against the other Borrower or Borrowers; provided that such Borrower shall not exercise its right of contribution until all of the Loan Obligations are fully and indefeasibly paid in full in cash and satisfied, no Letters of Credit are outstanding and the Letter of Credit Exposure is zero and the Commitments are terminated and Administrative Agent and the Lenders have no further obligation to extend credit to or for the account of any Borrower; provided, however, that Administrative Agent is hereby granted, for the benefit of the Lenders, a Security Interest in such right of contribution and may enforce such right during an Existing Default. It is the intent of Borrower, Administrative Agent, the Lenders, and the Letter of Credit Issuer that Borrower's maximum liability of each Borrower obligation to repay the Loan Obligations hereunder and under the other Loan Documents (the "Loan Obligation Limit") shall in no event not exceed the greater of (i) the amount actually borrowed or received directly or indirectly by such Borrower with respect thereto and (ii) the amount which can be incurred is $1.00 less than the amount which, if recorded by such Borrower under applicable laws relating to the insolvency of debtorsas a liability, would render such Borrower not Solvent. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to To the extent that any Borrower makes a payment on any of the Borrowers shall fail Loan Obligations (a "Loan Obligation Payment"), such Borrower (the "Entitled Borrower") is entitled to make any payment contribution and indemnification from, and reimbursement by, each other Borrower (a "Contributing Borrower") in the amount of the Contribution Obligation of such Contributing Borrower hereunder. The "Contribution Obligation" of a Contributing Borrower with respect to any the Loan Obligation Payment of an Entitled Borrower is an amount equal to the greater of (1) the lesser of (x) such Contributing Borrower's Loan Obligation Limit at the time the Loan Obligation Payment is made and (y) such Contributing Borrower's Allocable Share of the Loan Obligation Payment, and (2) the amount of all proceeds from the Loan Obligations as actually received by such Contributing Borrower or applied by the recipient thereof directly or indirectly for the benefit of such Contributing Borrower, less the sum of any repayments thereof and when due or any Loan Obligation Payments made by such Contributing Borrower prior to perform any the time the applicable Loan Obligation Payment is made. The "Allocable Share" of a 77 Contributing Borrower is a fraction, the numerator of which is such Contributing Borrower's Loan Obligation Limit at the time the applicable Loan Obligation Payment is made and the denominator of which is the sum of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission Loan Obligation Limits of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Contributing Borrowers agree that the Lender Parties may so rely, on (plus a similarly computed amount for any notice given or action taken or not taken by the Company Guarantor which has a similar obligation to make a contribution) as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingstime.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower acceptsAdministrative Agent, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Banks and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Issuing Bank, any Lender or any other Person. Each Borrower’ s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent, each Issuing Bank and each Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’ s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’ s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might 125 constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under any obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Administrative Agent and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent and each Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured 133 Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under no obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Administrative Agent and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent and each Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other Loan Document may be unenforceable in any respect against agreement now or hereafter executed by any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedings.Loan Party and delivered to the Administrative Agent,

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower acceptsAdministrative Agent, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, the Issuing Bank, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent, the Issuing Bank and each Lender have been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under any obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower acceptsAdministrative Agent, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, the Issuing Bank, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent, the Issuing Bank and each Lender have been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender NAI-1514693629v12 151 with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under any obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower agrees that the representations obligation and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower to Lender, including, without limitation, the Obligations, are the joint and several obligations of each Borrower, and Lender may proceed directly against any Borrower, or all Borrowers, or any Guarantor, or any Collateral, or all of the foregoing, or any one of the foregoing or any combination of the foregoing, without first proceeding against Borrower or any Collateral, or without joining all Persons liable or potentially liable for any portion of the Obligations in one action. Each Borrower shall be jointly and severally liable as primary obligor and not merely as surety for repayment of all Obligations arising under the Loan Documents. Such joint and several liability shall apply to each Borrower regardless of whether any Loan was only requested by or on behalf of or made to any other Borrower or the proceeds of any Loan were used only by or on behalf of any other Borrower or any indemnification obligation or any other obligation arose only as a result of the action of any other Borrower. If any Borrower makes a payment in respect of the Obligations hereunder and under the other Loan Documents, it shall have the rights of contribution described in this Section below and under applicable common law against the other Borrower or Borrowers; provided that such Borrower shall not exercise its right of contribution until all of the Obligations are Paid in Full; provided, however, that Lender is hereby granted a Lien in such right of contribution and may enforce such right upon the occurrence and during the continuance of Event of Default. It is the intent of each Borrower and Lender that each Borrower’s maximum obligation to repay the Obligations hereunder and under the other Loan Documents (the “Loan Obligation Limit”) shall in no event not exceed the greater of (i) the amount actually borrowed or received directly or indirectly by such Borrower with respect thereto and (ii) the amount which can be incurred is $1.00 less than the amount which, if recorded by such Borrower under applicable laws relating to the insolvency of debtorsas a liability, would render such Borrower not Solvent. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to To the extent that any of the Borrowers shall fail to make any Borrower makes a payment with respect to on any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform(a “Loan Obligation Payment”), such Obligation. Every notice by or Borrower (the “Entitled Borrower”) is entitled to the Company shall be deemed also to constitute simultaneous notice by contribution and to each other Borrowerindemnification from, every act or omission by any Borrower also shall be deemed an act or omission of and reimbursement by, each other Borrower and shall be binding upon each other (a “Contributing Borrower”) in the amount of the Contribution Obligation of such Contributing Borrower hereunder. The Lender Parties shall be entitled “Contribution Obligation” of a Contributing Borrower with respect to relythe Loan Obligation Payment of an Entitled Borrower is an amount equal to the greater of (1) the lesser of (x) such Contributing Borrower’s Loan Obligation Limit at the time the Loan Obligation Payment is made and (y) such Contributing Borrower’s Allocable Share of the Loan Obligation Payment, and (2) the amount of all proceeds from the Loan Obligations actually received by such Contributing Borrower or applied by the recipient thereof directly or indirectly for the benefit of such Contributing Borrower, less the sum of any repayments thereof and any Loan Obligation Payments made by such Contributing Borrower prior to the time the applicable Loan Obligation Payment is made. The “Allocable Share” of a Contributing 103 Borrower is a fraction, the numerator of which is such Contributing Borrower’s Loan Obligation Limit at the time the applicable Loan Obligation Payment is made and the denominator of which is the sum of the Loan Obligation Limits of all of the Contributing Borrowers agree that the Lender Parties may so rely, on (plus a similarly computed amount for any notice given or action taken or not taken by the Company Guarantor which has a similar obligation to make a contribution) as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingstime.

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, The obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower Note Parties hereunder and under the other Loan Note Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such are joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrowerseveral. Without limiting the generality of the foregoing, each Borrower agrees that reference is hereby made to Article II of the Guaranty and Security Agreement, to which the obligations of such Borrower hereunder Issuers and under the other Loan Documents Note Parties are subject. Each Note Issuer acknowledges that it is jointly and severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each Issuer to the Purchasers howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by the Purchasers. Each Issuer agrees that if this guaranty would, but for the application of this sentence, be unenforceable under applicable law, this guaranty shall be valid and enforceable against such Borrower notwithstanding to the maximum extent that would not cause this Agreement guaranty to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Issuer hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Issuer or any guarantor or other action to enforce the same, (c) the waiver or consent by any Purchaser or any other Loan Document may be unenforceable Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Issuer and delivered to any Purchaser or any other Person (other than a waiver, forgiveness or consent by a Purchaser or other Person, as applicable, that reduces the amount of any of the Note Obligations to such Person), (d) intentionally omitted, (e) any Purchaser's election, in any respect against proceeding instituted under the Bankruptcy Code or any other Borrower similar bankruptcy or that insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other Borrower may similar bankruptcy or insolvency legislation, (f) any borrowing by any Issuer as debtor-in- possession, under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of any Purchaser's claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of an Issuer or a guarantor (other than payment in full of the Note Obligations). Notwithstanding anything to the contrary set forth in this Section 9.23, it is the intent of the parties hereto that the liability incurred by each Issuer in respect of the Obligations of the other Issuers (and any Lien granted by each Issuer to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Issuer and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Issuer in respect of the Obligations of any other Issuer (or any Liens granted by such Issuer to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Note Documents shall automatically be deemed to have commenced bankruptcy, reorganization, liquidation or similar proceedingsbeen amended accordingly.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower acceptsAdministrative Agent, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Banks and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Issuing Bank, any Lender or any other Person. Each Borrower's liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent, each Issuing Bank and each Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower's joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under no obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower acceptsAdministrative Agent, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, the Issuing Bank, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or 152 ​ for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent, each Issuing Bank and each Lender have been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under any obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Obligation and liability of Borrower agrees that to Administrative Agent, each Lender, and Letter of Credit Issuer, including the representations Loan Obligations, are the joint and warranties made byseveral obligations of Borrower, and Administrative Agent, any Lender, and the liabilitiesLetter of Credit Issuer, obligations and covenants of and applicable tomay proceed directly against any Borrower, or all Borrowers, or any and Guarantor, or any Collateral, or all of the Borrowers under this Agreementforegoing, or any one of the foregoing or any combination of the foregoing, without first proceeding against Borrower or any Collateral, or without joining all Persons liable or potentially liable for any portion of the Loan Obligations in one action. Each Borrower shall be in every case (whether or jointly and severally liable as primary obligor and not specifically so stated in each such case herein) merely as surety for repayment of all Loan Obligations arising under the Loan Documents. Such joint and several liability shall apply to Borrower regardless of whether any Advance was only requested by or on behalf of or made to any other Borrower or the proceeds of any Advance were used only by or on behalf of any other Borrower or any indemnification Obligation or any other Obligation arose only as a result of the action of any other Borrower. If any Borrower makes a payment in all circumstancesrespect of the Loan Obligations hereunder and under the other Loan Documents, it shall have the rights of contribution described in this Section below against the other Borrower or Borrowers; provided that such Borrower shall not exercise its right of contribution until all of the Loan Obligations are fully and indefeasibly paid in full in cash and satisfied, no Letters of Credit are outstanding and the Letter of Credit Exposure is zero and the Commitments are terminated and Administrative Agent and the Lenders have no further obligation to extend credit to or for the account of any Borrower; provided, however, that Administrative Agent is hereby granted, for the benefit of the Lenders, a Security Interest in such right of contribution and may enforce such right during an Existing Default. It is the intent of Borrower, Administrative Agent, the Lenders, and the Letter of Credit Issuer that Borrower’s maximum liability of each Borrower obligation to repay the Loan Obligations hereunder and under the other Loan Documents (the “Loan Obligation Limit”) shall in no event not exceed the greater of (i) the amount actually borrowed or received directly or indirectly by such Borrower with respect thereto and (ii) the amount which can be incurred is $1.00 less than the amount which, if recorded by such Borrower under applicable laws relating to the insolvency of debtorsas a liability, would render such Borrower not Solvent. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to To the extent that any Borrower makes a payment on any of the Borrowers shall fail Loan Obligations (a “Loan Obligation Payment”), such Borrower (the “Entitled Borrower”) is entitled to make any payment contribution and indemnification from, and reimbursement by, each other Borrower (a “Contributing Borrower”) in the amount of the Contribution Obligation of such Contributing Borrower hereunder. The “Contribution Obligation” of a Contributing Borrower with respect to any the Loan Obligation Payment of an Entitled Borrower is an amount equal to the greater of (1) the lesser of (x) such Contributing Borrower’s Loan Obligation Limit at the time the Loan Obligation Payment is made and (y) such Contributing Borrower’s Allocable Share of the Loan Obligation Payment, and (2) the amount of all proceeds from the Loan Obligations as actually received by such Contributing Borrower or applied by the recipient thereof directly or indirectly for the benefit of such Contributing Borrower, less the sum of any repayments thereof and when due or any Loan Obligation Payments made by such Contributing Borrower prior to perform any the time the applicable Loan Obligation Payment is made. The “Allocable Share” of a Contributing Borrower is a fraction, the numerator of which is such Contributing Borrower’s Loan Obligation Limit at the time the applicable Loan Obligation Payment is made and the denominator of which is the sum of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission Loan Obligation Limits of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Contributing Borrowers agree that the Lender Parties may so rely, on (plus a similarly computed amount for any notice given or action taken or not taken by the Company Guarantor which has a similar obligation to make a contribution) as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingstime.

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under (each a “Borrower Loan Party”) hereby acknowledge and agree that each reference to “Borrower” in this Agreement, Agreement shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of deemed a reference to each Borrower hereunder Loan Party collectively and under the other each Borrower Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor Party hereby acknowledge and not merely as surety, such agree that it has joint and several liability with on the other Borrowers Loans, Notes, Reimbursement Obligations and hereby waives on all obligations owed by the Borrower under this Agreement and that such liability is absolute and unconditional and shall not in any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that manner be affected or impaired by any of acts or omissions whatsoever by the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to relyLenders, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without without limiting the generality of the foregoing, each Borrower agrees that Loan Party’s joint and several liability on the obligations of such Borrower hereunder Loans, Notes, Reimbursement Obligations and under this Agreement shall not be impaired by any acceptance by the Lenders of any other Loan Documents shall be enforceable against such Borrower notwithstanding that security for or guarantors upon the Loans, Notes, Reimbursement Obligations or any obligations under this Agreement or by any failure, neglect or omission on the Lenders’ part to resort to any one or all of the Borrower Loan Parties for payment of the Loans, Notes, Reimbursement Obligations or the obligations under this Agreement or to realize upon or protect any collateral security therefor. Each Borrower Loan Party’s joint and several liability on the Loans, Notes, Reimbursement Obligations and under this Agreement shall not in any manner be impaired or affected by who receives or uses the proceeds of the Loans, Reimbursement Obligations or for what purposes such proceeds are used, and each Borrower Loan Party waives notice of borrowing requests issued by, and loans made to, other Borrower Loan Parties. Such joint and several liability of each Borrower shall also not be impaired or affected by (and each Lender, without notice to anyone, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for the Loans, Notes, Reimbursement Obligations or the obligations under this Agreement or of any guaranty thereof. In order to enforce payment of the Loans, Notes, Reimbursement Obligations and the Borrower Loan Parties’ obligations under this Agreement, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Administrative Agent hereunder and thereunder and under applicable law, the Administrative Agent shall be under no obligation at any time to first resort to any collateral security, property, liens or any other rights or remedies whatsoever, and the Lenders shall have the right to enforce the Loans, Notes, Reimbursement Obligations and the Borrower Loan Document may be unenforceable Parties’ obligations under this Agreement irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. By its acceptance below, each Borrower Loan Party hereby expressly waives and surrenders any defense to its joint and several liability on the Loans, Notes or Reimbursement Obligations under this Agreement based upon any of the foregoing. In furtherance thereof, each Borrower Loan Party agrees that wherever in any respect against any other this Agreement it is provided that a Borrower or that any other Loan Party is liable for a payment such obligation is the joint and several obligation of each Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsLoan Party.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower acceptsAdministrative Agent, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Banks and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Issuing Bank, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent, each Issuing Bank and each Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under no obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower agrees that Seller shall be jointly and severally liable for the representations full, complete and warranties made by, punctual performance and the liabilities, satisfaction of all obligations and covenants of and applicable to, any and all of the Borrowers either Seller under this Agreement. Accordingly, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby Seller waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that notice of creation, renewal, extension or accrual of any of the Borrowers shall fail obligations and notice of or proof of reliance by the Purchaser upon such Seller’s joint and several liability. Each Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to make any payment or upon such Seller with respect to any of the Obligations as obligations. When pursuing its rights and when due or to perform any of the Obligations in accordance with the terms thereofremedies hereunder against either Seller, then in each such event the other Borrowers will make such payment with respect toPurchaser may, or perform, such Obligation. Every notice by or to the Company but shall be deemed also under no obligation, to constitute simultaneous notice by pursue such rights and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower remedies hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement either Seller or any other Loan Document may be unenforceable in any respect Person or against any collateral security for the obligations or any right of offset with respect thereto, and any failure by the Purchaser to pursue such other Borrower rights or that remedies or to collect any payments from such Seller or any such other Borrower may Person to realize upon any such collateral security or to exercise any such right of offset, or any release of such Seller or any such other Person or any such collateral security, or right of offset, shall not relieve such Seller of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchaser against such Seller. IN WITNESS WHEREOF, the Sellers and the Purchaser have commenced bankruptcycaused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written. X.X. XXXXXX MORTGAGE ACQUISITION CORP., reorganizationPurchaser By: Name: Xxxxxxxx X. Xxxxx Title: Vice President JPMORGAN CHASE BANK, liquidation NATIONAL ASSOCIATION a Seller and a Servicer By: Name: Title: CHASE HOME FINANCE LLC a Seller and a Servicer By: __________________________________ Name: Title: EXHIBIT A CONTENTS OF MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser, and which shall be retained by the applicable Seller in the Servicing File or similar proceedingsdelivered to the Purchaser or its designee pursuant to Sections 2.04 and 2.05 of the Flow Mortgage Loan Purchase, Warranties and Servicing Agreement.

Joint and Several. BORROWERS ACKNOWLEDGE AND IRREVOCABLY AGREE THAT THEY SHALL BE JOINTLY AND SEVERALLY LIABLE, IN ALL RESPECTS, FOR THE PAYMENT AND PERFORMANCE OF THE LOANS, ALL OTHER OBLIGATIONS, AND THIS AGREEMENT (INCLUDING EACH OF THE OBLIGATIONS, COVENANTS AND AGREEMENTS SET FORTH HEREIN). Each Borrower hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally promises to pay to Lender, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Obligations and all costs and expenses including, without limitation, all court costs and Attorney Costs and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by Lender in endeavoring to collect all or any part of the Obligations from, or in prosecuting any action against, any Borrower or any guarantor of all or any part of the Obligations. Each Borrower further agrees that the representations and warranties made byObligations may be extended or renewed in whole or in part without notice to or further assent from it, and the liabilities, obligations and covenants of and applicable to, that it remains bound pursuant to this Section 15 notwithstanding any and all of the Borrowers under this Agreement, shall be in every case (whether such extension or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtorsrenewal. Each Borrower accepts, as co-debtor is primarily and not merely as suretysecondarily liable for all Obligations, such joint and several liability with the other Borrowers and hereby waives any and including all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoingEach Borrower waives any right to require Lender to xxx any Borrower, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement any guarantor, or any other Loan Document may be unenforceable in Person obligated for all or any respect part of the Obligations (each, an “Obligated Party”), or otherwise to enforce its payment against any other Borrower Collateral securing all or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingspart of the Obligations.

Joint and Several. Each Borrower agrees that Obligation and liability to Administrative Agent and each Lender of each Borrower, including, without limitation, the representations Loan Obligations, are the joint and warranties made byseveral obligations of each Borrower, and the liabilitiesAdministrative Agent may proceed directly against any Borrower, obligations and covenants of and applicable toall Borrowers, any and Guarantor, all of the Borrowers under this Agreementforegoing, or any one of the foregoing or any combination of the foregoing, without first proceeding against Borrower, or without joining all Persons liable or potentially liable for any portion of the Loan Obligations in one action. Each Borrower shall be in every case (whether or jointly and severally liable as primary obligor and not specifically so stated in each such case herein) merely as surety for repayment of all Loan arising under the Loan Documents. Such joint and several liability shall apply to each Borrower regardless of whether any Advance was only requested by or on behalf of or made to any other Borrower or the proceeds of any Advance were used only by or on behalf of any other Borrower or any indemnification obligation or any other obligation arose only as a result of the action of any other Borrower. If any Borrower makes a payment in all circumstancesrespect of the Loan Obligations hereunder and under the other Loan Documents, it shall have the rights of contribution described in this Section 16.3.9 below against the other Borrowers; provided that such Borrower shall not exercise its right of contribution until all the maximum liability Loan Obligations hereunder and under the other Loan Documents have been indefeasibly paid in full, the Commitments have expired, and Lenders have no further obligation to extend credit to or for the account of any Borrower; provided, however, that Administrative Agent is hereby granted a Security Interest in such right of contribution and may enforce such right during an Existing Default. It is the intent of each Borrower Borrower, Administrative Agent and the Lenders that each Borrower's maximum Loan Obligation hereunder and under the other Loan Documents shall be, but not exceed: (i) in no event exceed the amount which can be incurred a case or proceeding commenced by or against such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with Bankruptcy Code on or within one year from the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that date on which any of the Borrowers shall fail to make any payment with respect to any of obligations are incurred, the maximum amount that would not otherwise cause the Loan Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall (or any other obligations of such Borrower to the Administrative Agent and the Lenders) to be enforceable avoidable or unenforceable against such Borrower notwithstanding under (a) Section 548 of the Bankruptcy Code or (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (ii) in a case or proceeding commenced by or against such Borrower under the Bankruptcy Code subsequent to one year form the date on which any of the Loan Obligations hereunder and under the other Loan Documents are incurred, the maximum amount that this Agreement would not otherwise cause the Loan Obligations hereunder and under the other Loan Documents (or any other Loan Document may obligations of such Borrower to Administrative Agent and the Lenders) to be avoidable and unenforceable against such Borrower under any state fraudulent transfer or fraudulent conveyance act or statute applied in any respect such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (iii) in a case or proceeding commenced by or against such Borrower under any law, statute or regulation other than the Bankruptcy Code (including, without limitation, any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, arrangement, moratorium, readjustment of debt, dissolution, liquidation or similar proceedingsdebtor relief laws), the maximum amount that would not otherwise cause the Loan Obligations hereunder and under the other Loan Documents (or any other obligations of such Borrower to Administrative Agent and the Lenders) to be avoidable or unenforceable against such Borrower under such law, statute or regulation, including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding.

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) hereby acknowledges and agrees that it has joint and several in liability on the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability and on all circumstances; provided that Obligations owed by the maximum liability of each Borrower hereunder under this Agreement and under the other Loan Documents and that such liability is absolute and unconditional and shall not in no event exceed the amount which can any manner be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due affected or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission impaired by any Borrower also shall be deemed an act acts or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to relyomissions whatsoever by the Administrative Agent, the L/C Issuers or any Lender, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without without limiting the generality of the foregoing, each Borrower agrees that of the obligations of such Borrower hereunder Borrowers’ joint and several liability on the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability and other Obligations under this Agreement and the other Loan Documents shall not be enforceable against such Borrower notwithstanding that impaired by any acceptance by the Administrative Agent, any L/C Issuer or any Lender of any other security for or guarantors upon the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability or any other Obligations under this Agreement or any other Loan Document may be unenforceable or by any failure, neglect or omission on the Administrative Agent’s, any L/C Issuer’s or any Lender’s part to resort to any one or all of the Borrowers for payment of the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability or the other Obligations under this Agreement or any other Loan Document or to realize upon or protect any collateral security therefor. Each of the Borrowers’ joint and several liability hereunder shall not in any respect manner be impaired or affected by who receives or uses the proceeds of the Loans, or the Letters of Credit, or for what purposes such proceeds are used, and each of the Borrowers waives notice of requests for extensions of credit issued by, and the Loans and Letters of Credit made to or for the account of, any other Borrower. Each of the Borrowers hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse, or subrogation available to any such Borrower for payment under this Agreement or any other Loan Document against any party liable therefor unless and until all Obligations owing to the Administrative Agent, the L/C Issuers and the Lenders have been paid and satisfied in full and the Commitments have expired or otherwise terminated (it being agreed the foregoing does not restrict reimbursement of expenses between the Borrowers in the ordinary course of business). Such joint and several liability of each of the Borrowers shall also not be impaired or affected by (and each Lender, each L/C Issuer and the Administrative Agent, without notice to anyone, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability or the other Borrower Obligations under this Agreement or that any other Loan Document or of any guaranty thereof. In order to enforce payment of the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability and the other Obligations under this Agreement and the other Loan Documents, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Lenders, the L/C Issuers and/or the Administrative Agent hereunder and thereunder and under applicable law, no Lender, L/C Issuer or the Administrative Agent shall be under any obligation at any time to first resort to any collateral security, property, liens or any other rights or remedies whatsoever, and the Lenders, the L/C Issuers and/or the Administrative Agent shall have the right to enforce the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability and the other Obligations under this Agreement and the other Loan Documents irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. Each of the Borrowers hereby expressly waives and surrenders any defense to its joint and several liability on the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability or other Obligations under this Agreement or any other Loan Document based upon any of the foregoing. In furtherance thereof, each of the Borrowers agrees that wherever in this Agreement it is provided that a Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsis liable for a payment such obligation is the joint and several obligation of each of the Borrowers.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Administrative Agent and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrowerfor all Secured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Credit Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by Administrative Agent, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds thereof or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Credit Documents unless and until Administrative Agent and the Lenders have been paid in full and all obligations under this Agreement and the Credit Documents are satisfied and discharged following termination or expiration of all commitments of Lenders to extend credit to the Borrowers under the Credit Documents. Each Borrower’s joint and several liability hereunder with respect to all obligations under the Credit Documents shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Credit Documents or of any other Loan Documents shall be enforceable against such document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of Secured Obligations from any other Borrower notwithstanding that this Agreement or Guarantor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or the Lenders with respect to any provision of any instrument executed by any other Borrower or Guarantor evidencing or securing the payment of any of the Secured Obligations, or any other Loan Document agreement now or hereafter executed by any other Borrower or Guarantor and delivered to Administrative Agent and/or the Lenders, (iv) the failure by Administrative Agent or the Lenders to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Borrower or Guarantor for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower or Guarantor. After the occurrence and during the continuance of any Event of Default, Administrative Agent and Lenders may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of the Borrowers and Guarantors to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Borrower or Guarantor or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require Administrative Agent or any Lender under applicable law to pursue or exhaust its remedies against any Collateral or other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsGuarantor before pursuing such Borrower or its property. Each Borrower consents and agrees that Administrative Agent and Lenders shall be under no obligation to marshal any assets in favor of any Borrower or Guarantor or against or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower acceptsAdministrative Agent, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Banks and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Issuing Bank, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent, each Issuing Bank and each Lender have been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under any obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.