Common use of Co-Borrowers Clause in Contracts

Co-Borrowers. (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each other. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations. Each of the Lead Borrower’s and the Co-Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.

Co-Borrowers. (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-each Borrower to accept joint and several liability for the obligations of each otherBorrower. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations, regardless of which Borrower actually receives the Loans hereunder or the amount of the Obligations received or the manner in which the Administrative Agent or any Lender accounts for the Obligations on its books and records. Each of the Lead Borrower’s obligations with respect to Loans made to it, and the Co-each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans made to and other Obligations owing by the Lead Borrower Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to and other Obligations owing by the Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (A) the validity or enforceability, avoidance or subordination of the obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the obligations of any other Borrower, (B) the absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (C) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (D) the failure by the Administrative Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the obligations of any other Borrower, (E) the Administrative Agent’s or any Lender’s election, in any proceeding instituted under the Bankruptcy Code of the United States, of the application of Section 1111(b)(2) of the Bankruptcy Code of the United States, (F) any borrowing or grant of a security interest by any other Borrower, as Debtor In Possession under Section 364 of the Bankruptcy Code of the United States, (G) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claim(s) for the repayment of the obligations of any other Borrower under Section 502 of the Bankruptcy Code of the United States, or (H) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. With respect to each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement and the other Loan Documents shall have been terminated, any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Administrative Agent or any Lender. (d) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-any Borrower to collect and recover the full amount, or any portion of, of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-any Borrower or against or in payment of any or all of the Obligations. (de) Each representation Borrower hereby irrevocably appoints the Administrative Borrower as the borrowing agent and warranty made on behalf attorney-in-fact for the Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by all of the Co-Borrowers that such appointment has been revoked and that another Borrower by has been appointed in the Lead place of the Administrative Borrower. Each Borrower shall be deemed for all purposes to have been made by hereby irrevocably appoints and authorizes the Co-Administrative Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates provide to the Administrative Agent or and receive from the Lenders as may be required or permitted by this Agreement Administrative Agent all notices with respect to Loans obtained for the benefit of the Lead any Borrower and the Co-Borrower all other notices and to give any consents on behalf of the Co-Borrower required by instructions under this Agreement and the other Loan Documents and (ii) authorizes to take such action as the Administrative Agent Borrower deems appropriate on its behalf to treat obtain Loans and to exercise such requests, notices, certificates or consents made, given or furnished by other powers as are reasonably incidental thereto to carry out the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed It is understood that the handling of the Collateral of the Borrowers in a combined fashion, as more fully set forth herein and in the Collateral Documents, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group (f) After the Closing Date, the Administrative Borrower may, at any time and from time to time, designate any Restricted Subsidiary that is a wholly-owned Domestic Subsidiary that is treated as a corporation for U.S. federal income tax purposes as a Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Administrative Borrower, together with any documentation and other information with respect to such additional Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act requested by the Administrative Agent (and to the extent not theretofore delivered on the Closing Date or otherwise) and satisfied the Collateral and Guarantee Requirement (including without limitation the actions as specified in this AgreementSection 6.11 with respect to newly formed Subsidiaries), the Lead Borrower and upon such delivery and satisfaction, such Subsidiary shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for all purposes of this Agreement and the other Loan Documents be a Borrower and a party to this Agreement. The Co-As soon as practicable upon receipt of a Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each caseJoinder Agreement, the Administrative Agent and the Lenders shall be entitled furnish a copy thereof to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowereach Lender.

Co-Borrowers. Detroit shall continue to have the right to request Loans, Swing Line Loans and Letters of Credit through the Administrative Agent directly from the Lenders, the Swing Line Lenders and the Issuing Lender, subject to the terms and conditions set forth herein. Upon such prior notice as reasonably requested by Administrative Agent, Borrower may designate one or more Guarantors which are United States domestic Persons to be additional joint and several direct Co-Borrowers hereunder by written request to the Administrative Agent accompanied by (a) Each an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor, (b) a certificate of good standing of the Lead Borrower designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution authorizing the execution and the Co-Borrower accepts joint and several liability hereunder in consideration delivery of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each other Loan DocumentsGuarantor, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and (e) appropriate written legal opinions with respect to the Co-Borrower and the Assumption Agreement and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in consideration order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under the Act and under similar regulations. The Administrative Agent shall promptly notify the Lenders of such request, together with copies of such of the undertakings of the Lead Borrower foregoing as any Lender may request and the designated Guarantor shall become a Co-Borrower hereunder. Notwithstanding the other provisions of this Section 2.9, (i) each Loan and Letter of Credit made hereunder to accept joint and several liability for the obligations of each other. (b) Each of the Lead Borrower and the Detroit or any other Co-Borrower shall be jointly used solely and severally liable for directly to finance and/or refinance the Obligations. Each development, construction or operation of the Lead Borrower’s and the hotel/casino properties owned by that Co-Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes liability of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly Detroit is limited to the Administrative Agent portion of the Obligations which are actually borrowed or received by Detroit and shall reduce from time to time in the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by manner set forth in the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-BorrowerDetroit Orders.

Co-Borrowers. (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent Agent, the Lenders and the Lenders L/C Issuers under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-each Borrower to accept joint and several liability for the obligations of each otherBorrower. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations, regardless of which Borrower actually receives the Loans hereunder or the amount of the Obligations received or the manner in which the Administrative Agent or any Lender accounts for the Obligations on its books and records. Each of the Lead Borrower’s obligations with respect to Loans made to it, and the Co-each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans or L/C Obligations made to and other Obligations owing by the Lead Borrower Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to, Letters of Credit issued on behalf of, and other Obligations owing by the Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (A) the validity or enforceability, avoidance or subordination of the obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the obligations of any other Borrower, (B) the absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (C) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (D) the failure by the Administrative Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the obligations of any other Borrower, (E) the Administrative Agent’s or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code of the United States, (F) any borrowing or grant of a security interest by any other Borrower, as Debtor In Possession under Section 364 of the Bankruptcy Code of the United States, (G) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claim(s) for the repayment of the obligations of any other Borrower under Section 502 of the Bankruptcy Code of the United States, or (H) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. With respect to each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement and the other Loan Documents shall have been terminated, any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Administrative Agent or any Lender. (d) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-any Borrower to collect and recover the full amount, or any portion of, of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-any Borrower or against or in payment of any or all of the Obligations. (de) Each representation Borrower hereby irrevocably appoints the Parent Borrower as the borrowing agent and warranty made on behalf attorney-in-fact for the Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by all of the Co-Borrowers that such appointment has been revoked and that another Borrower by has been appointed in the Lead place of the Parent Borrower. Each Borrower shall be deemed hereby irrevocably appoints and authorizes the Parent Borrower (i) to provide to the Administrative Agent and receive from the Administrative Agent all notices with respect to Loans obtained for all purposes to have been made by the Co-benefit of any Borrower and shall be binding upon all other notices and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in instructions under this Agreement and in any the other Loan Document means the Lead Borrower, individually, or the Lead Borrower Documents and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference to take such action as the Parent Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Collateral of the Borrowers in this Agreement a combined fashion, as more fully set forth herein and in any other Loan Document the Collateral Documents, is done solely as an accommodation to the fiscal year or any fiscal quarter Borrowers in order to utilize the collective borrowing powers of the Borrower Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall be deemed to refer incur liability to the fiscal year or the applicable fiscal quarter Borrowers as a result hereof. Each of the Lead Borrower and (iii) unless Borrowers expects to derive benefit, directly or indirectly, from the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements handling of the Collateral in a combined fashion since the successful operation of each Borrower shall be deemed to refer to financial statements is dependent on the continued successful performance of the Lead Borrowerintegrated group. (f) For In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Borrower hereunder would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability hereunder, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Borrower, any Loan Party or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (g) After the Closing Date, the Parent Borrower may, at any time and from time to time, designate any Subsidiary that is a Domestic Subsidiary as a Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Parent Borrower, together with any documentation and other information with respect to such additional Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act requested by the Administrative Agent (and to the extent not theretofore delivered on the Closing Date or otherwise), and upon such delivery and satisfaction, such Subsidiary shall for all purposes of this Agreement, Agreement and the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may other Loan Documents be required or permitted by this Agreement for the benefit of the Lead a Borrower and the Co-Borrower and a party to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this As soon as practicable upon receipt of a Borrower Joinder Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled furnish a copy thereof to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowereach Lender.

Co-Borrowers. (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation accommodations provided or to be provided by the Administrative Agent Agent, the Issuing Banks and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-each Borrower to accept joint and several liability for the obligations of each otherother Borrower. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations, regardless of which Borrower actually receives the Loans or other Credit Extensions hereunder or the amount of the Obligations received or the manner in which the Administrative Agent, any Issuing Bank or any Lender accounts for the Obligations on its books and records. Each of the Lead Borrower’s obligations with respect to Loans or other Credit Extensions made to it, and the Co-each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans or other Credit Extensions made to and other Obligations owing by the Lead Borrower Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent Agent, the Issuing Banks and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-any Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, waives all suretyship defenses and consents and agrees that the Administrative Agent Agent, the Issuing Banks and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-any Borrower or against or in payment of any or all of the Obligations. (d) Each representation Borrower hereby irrevocably appoints the Administrative Borrower as the borrowing agent and warranty made attorney-in-fact for the Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed in the place of the Administrative Borrower (which other Borrower shall be a parent company with respect to each other Borrower). Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide to the Administrative Agent and receive from the Administrative Agent all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents and (ii) to take such action as the Administrative Borrower deem appropriate on its behalf to obtain Loans or other Credit Extensions and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. The Administrative Agent, each Issuing Bank and each Lender shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Administrative Borrower. The Administrative Agent, each Issuing Bank and each Lender may give any notice or communication with any Borrower hereunder to the Administrative Borrower on behalf of such Borrower. The Administrative Agent, each Issuing Bank and each Lender shall have the Co-right, in its discretion, to deal exclusively with the Administrative Borrower for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, delivery, representation, agreement, action, omission or undertaking by the Lead Administrative Borrower shall be deemed for all purposes to have been made by the Co-Borrower and hereunder shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-such Borrower. (e) Any reference It is understood that the handling of the Collateral of the Borrowers in a combined fashion, as more fully set forth herein and in the Collateral Documents, is done solely as an accommodation to the “Borrower” Borrowers in this Agreement and in any other Loan Document means order to utilize the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter collective borrowing powers of the Borrower shall be deemed to refer to Borrowers in the fiscal year or the applicable fiscal quarter most efficient and economical manner and at their request, and that none of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this AgreementAdministrative Agent, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent Issuing Banks or the Lenders shall incur liability to the Borrowers as may be required or permitted by this Agreement for the benefit a result hereof. Each of the Lead Borrower and Borrowers expects to derive benefit, directly or indirectly, from the Co-Borrower and to give any consents on behalf handling of the Co-Collateral in a combined fashion since the successful operation of each Borrower required by this Agreement and (ii) authorizes is dependent on the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by continued successful performance of the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowerintegrated group.

Co-Borrowers. (a) Each Notwithstanding anything herein to the contrary, the Borrower, upon 15 Business Days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree in its reasonable discretion), may cause any Credit Party on or after the Closing Date by written election to the Administrative Agent to become a borrower (each such Credit Party, a “Co-Borrower”, and, together with the Borrower, the “Co-Borrowers”) under any Class of Loans and Commitments hereunder on a joint and several basis (such date, the Lead “Co-Borrower Effective Date”); provided that such Credit Party shall: (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent assuming all obligations of a Co-Borrower hereunder; (ii) at least three Business Days prior to the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each other. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations. Each of the Lead Borrower’s and the Co-Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each caseEffective Date, the Administrative Agent and the Lenders shall have received all documentation and other information in respect of the Co-Borrower required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that shall have been requested in writing at least ten Business Days prior to the Co-Borrower Effective Date, and a Beneficial Ownership Certification from the Co-Borrower if it is a “legal entity customer” under the Beneficial Ownership Regulation; (iii) be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished a domestic Guarantor Subsidiary wholly owned by the Lead Borrower; and (iv) not cause any Agent or Lender to be in violation of law as a result of becoming a Co-Borrower. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Credit Document as may be necessary or appropriate in order to establish any Co-Borrower pursuant to the this Section 1.10 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers, in each case as may be necessary or any other Loan Document as being made or furnished on behalf of, and with appropriate in the effect reasonable opinion of irrevocably binding, the Lead Borrower Administrative Agent and the Co-BorrowerBorrower in connection therewith.

Co-Borrowers. Notwithstanding anything herein to the contrary, the Borrower, upon 15 Business Days prior written notice to the Administrative Agent (aor such shorter period as reasonably agreed by the Administrative Agent), may cause any Subsidiary Guarantor on or after the Closing Date by written election to the Administrative Agent to become a co-borrower (each such Subsidiary Guarantor, a “Co-Borrower”, and, together with the Borrower, the “Co-Borrowers”) Each under each of the Lead Borrower Facilities hereunder on a joint and several basis (such date, the “Co-Borrower accepts Effective Date”); provided that such Loan Party shall (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent assuming all obligations of a Co-Borrower hereunder, which the Administrative Agent shall have acknowledged and accepted as provided therein (a “Co-Borrower Joinder”), (ii) at least three Business Days prior to such Co-Borrower Effective Date, provide to the Administrative Agent and the Lenders all documentation and other information required by United States regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation Title III of the USA Patriot Act, that shall be reasonably requested by the Administrative Agent in writing at least 10 Business Days prior to the consummation of such joinder, (iii) provide to the Administrative Agent and the Lenders, if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification and (iv) be a wholly owned Domestic Subsidiary of the Borrower. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Loan Document as may be necessary or appropriate in order to establish any such additional Co-Borrower pursuant to this Section 1.11 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers, in each case as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith. Each Co-Borrower agrees that it is jointly and severally liable for the obligations of the Borrower and each other Co-Borrower hereunder with respect to any Class of Loans on an individual tranche basis, including with respect to the payment of principal of and interest on all Loans on an individual tranche basis, the payment of amounts owing in respect of Letters of Credit and the payment of fees and indemnities and reimbursement of costs and expenses. Each Co-Borrower is accepting joint and several liability hereunder in consideration of the financial accommodation provided or accommodations to be provided by the Administrative Agent, the Collateral Agent and the Lenders under this Agreement and the other Loan DocumentsAgreement, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower Borrowers and in consideration of the undertakings of the Lead Borrower and each of the Co-Borrower Borrowers to accept joint and several liability for the obligations of each other. (b) of them. Each Co-Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with each other Co-Borrower, with respect to the payment and performance of all of the Lead Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of all of the Co-Borrowers without preferences or distinction among them. If and to the extent that the Borrower or any of the Co-Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event each other Co-Borrower will make such payment with respect to, or perform, such Obligations. Each Co-Borrower further agrees that the Borrower will be such Co-Borrower’s agent for administrative, mechanical, and notice provisions in this Agreement and any other Loan Document (the Borrower in such capacity, the “Borrower Representative”) as may be further set forth in the Co-Borrower shall be jointly and severally liable for Joinder. For the Obligations. Each avoidance of the Lead Borrower’s and the Co-Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunderdoubt, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower shall continue to collect be treated as a Restricted Subsidiary, a Loan Party and recover a Subsidiary Guarantor for all purposes hereunder (except as provided in this Section 1.11) and under the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the ObligationsLoan Documents. Each As of the Lead Borrower and Closing Date, Schedule 1.11 sets forth the Co-Borrower waivesLoan Parties on the Closing Date, to including the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf list of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to Borrowers who have been made by the executed and delivered a Co-Borrower and shall be binding upon and enforceable against Joinder on the Co-Borrower to the same extent as if the same had been made directly by the Co-BorrowerClosing Date. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.

Co-Borrowers. (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each other. (b) Each of the Lead Borrower and the Co-Borrower shall be i. Borrowers are jointly and severally liable for all of the indebtedness, obligations, and liabilities of the Borrowers now or hereafter existing under this Note and the Operative Documents, whether for principal, interest, fees, expenses, indemnification or otherwise (the “Obligations”) and the Holder may proceed against one Borrower to enforce the Obligations without waiving its right to proceed against the other Borrower. This Note and the Operative Documents are a primary and original obligation of each Borrower and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between the Holder and any Borrower. Each Borrower shall be liable for existing and future Obligations as fully as if all of the principal amount of this Note were advanced to such Borrower. The Holder may rely on any certificate or representation made by any Borrower as made on behalf of, and binding on, all Borrowers. Each Borrower appoints each other Borrower as its agent with all necessary power and authority to give and receive notices, certificates or demands for and on behalf of all Borrowers. This authorization cannot be revoked, and the Holder need not inquire as to one Xxxxxxxx’s authority to act for or on behalf of another Borrower. ii. Notwithstanding any other provision of this Note or any other Operative Document, each Borrower irrevocably waives, until all Obligations are paid in full, all rights that it may have at law or in equity (including, without limitation, any law subrogating a Borrower to the rights of the Holder under this Note or any other Operative Documents) to seek contribution, indemnification, or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations. Each of , for any payment made by a Borrower with respect to the Lead Borrower’s Obligations in connection with the Operative Documents or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Co-Borrower’s obligations arising Obligations as a result of any payment made by a Borrower with respect to the joint Obligations in connection with the Operative Documents or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and several void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for the Holder and such payment shall be promptly delivered to the Holder for application to the Obligations, whether matured or unmatured. iii. Each Borrower waives, to the extent permitted by law, notice of acceptance hereof; notice of the existence, creation or acquisition of any of the Obligations; notice of an Event of Default except as set forth herein; notice of the amount of the Obligations outstanding at any time; notice of any adverse change in the financial condition of any other Borrower or of any other fact that might increase a Borrower’s risk; presentment for payment; demand; protest and notice thereof as to any instrument; and all other notices and demands to which Xxxxxxxx would otherwise be entitled by virtue of being a co-borrower or a surety. Each Borrower waives any defense arising from any defense of any other Borrower, or by reason of the cessation from any cause whatsoever of the liability of any other Borrower. The Holder’s failure at any time to require strict performance by any Borrower of any provision of this Note or the other Operative Documents shall not waive, alter or diminish any right of the Holder thereafter to demand strict compliance and performance therewith. Each Borrower also waives any defense arising from any act or omission of the Holder that changes the scope of such Xxxxxxxx’s risks hereunder. Each Borrower hereby waives any right to assert against the Holder any defense (legal or equitable), setoff, counterclaim, or claims that such Borrower individually may now or hereafter have against another Borrower or any other Person liable to the Holder with respect to the Obligations in any manner or whatsoever. iv. The liability of the Borrowers hereunder shall not be diminished by (i) any agreement, understanding or representation that any of the Obligations is or was to be guaranteed by another Person or secured by other property, or (ii) any release or unenforceability, whether partial or total, of rights, if any, which the Holder may now or hereafter have against any other Person, including another Borrower, or property with respect to any of the Obligations. Without notice to any given Borrower and without affecting the liability of any given Borrower hereunder, the Holder may (i) compromise, settle, renew, extend the time for payment, change the manner or terms of payment, discharge the performance of, decline to enforce, or release all or any of the Obligations with respect to Term Loans made any other Borrower by written agreement with such other Borrower, (ii) grant other indulgences to the Lead another Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations in respect of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against (iii) modify in any manner any documents relating to the Obligations with respect to any other Borrower by written agreement with such other Borrower, (iv) release, surrender or exchange any deposits or other property securing the Obligations, whether pledged by a Borrower or any other Person, or against (v) compromise, settle, renew, or extend the time for payment, discharge the performance of, decline to enforce, or release all or any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment obligations of any guarantor, endorser or all other Person who is now or may hereafter be liable with respect to any of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.

Co-Borrowers. (a) Each As a result of the Lead transactions contemplated by this Agreement, each Individual Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, for the mutual will benefit, directly and indirectly, of from each of other Individual Borrower’s obligation to pay the Lead Debt and perform its obligations hereunder and under the other Loan Documents (collectively, the “Individual Borrower and the Co-Borrower Obligations”) and in consideration therefor each Individual Borrower desires to enter into an allocation and contribution agreement among themselves as set forth in this Section 11.29 to allocate such benefits among themselves and to provide a fair and equitable agreement to make contributions among the Individual Borrowers in the event any payment is made by any Individual Borrower hereunder to Lender (such payment being referred to herein as a “Contribution,” and for purposes of the undertakings this Section 11.29, includes any exercise of the Lead recourse by Lender against any collateral of any Individual Borrower and application of proceeds of such collateral in satisfaction of such Individual Borrower’s obligations, to Lender under the Co-Borrower to accept joint and several liability for the obligations of each otherLoan Documents). (b) Each of the Lead Borrower and the Co-Individual Borrower shall be jointly and severally liable for the Obligations. Each of the Lead Borrower’s and the Co-Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, hereunder with respect to Term Loans made to the Lead Individual Borrower hereunder, shall be separate and distinct obligations, but all Obligations only for such obligations shall be primary obligations of each total maximum amount (if any) that would not render its Individual Borrower Obligations hereunder or under any of the Lead Borrower and Loan Documents subject to avoidance under Section 548 of the Co-BorrowerBankruptcy Code or any comparable provisions of any State law. (c) Upon In order to provide for a fair and equitable contribution among the occurrence Individual Borrowers in the event that any Contribution is made by an Individual Borrower (a “Funding Borrower”), such Funding Borrower shall be entitled to a reimbursement Contribution (“Reimbursement Contribution”) from all other Individual Borrower for all payments, damages and during expenses incurred by that Funding Borrower in discharging any of the continuation Individual Borrower Obligations, in the manner and to the extent set forth in this Section 11.29. (d) For purposes hereof, the “Benefit Amount” of any Event Individual Borrower as of Defaultany date of determination shall be the net value of the benefits to such Individual Borrower and its affiliates from extensions of credit made by Lender to (i) such Individual Borrower and (ii) to the other Individual Borrower hereunder and the Loan Documents to the extent such other Individual Borrower has guaranteed or mortgaged its property to secure the Individual Borrower Obligations of such Individual Borrower to Lender. (e) Each Individual Borrower shall be liable to a Funding Borrower in an amount equal to the greater of (i) the (A) ratio of the Benefit Amount of such Individual Borrower to the total amount of Individual Borrower Obligations, multiplied by (B) the amount of Individual Borrower Obligations paid by such Funding Borrower, or (ii) ninety-five percent (95%) of the excess of the fair saleable value of the property of such Individual Borrower over the total liabilities of such Individual Borrower (including the maximum amount reasonably expected to become due in respect of contingent liabilities) determined as of the date on which the payment made by a Funding Borrower is deemed made for purposes hereof (giving effect to all payments made by other Funding Borrowers as of such date in a manner to maximize the amount of such Contributions). (f) In the event that at any time there exists more than one Funding Borrower with respect to any Contribution (in any such case, the Administrative Agent and “Applicable Contribution”), then Reimbursement Contributions from other Individual Borrowers pursuant hereto shall be allocated among such Funding Borrowers in proportion to the Lenders may proceed directly and total amount of the Contribution made for or on account of the other Individual Borrowers by each such Funding Borrower pursuant to the Applicable Contribution. In the event that at onceany time any Individual Borrower pays an amount hereunder in excess of the amount calculated pursuant to this Section 11.29 above, without notice, against either the Lead that Individual Borrower or the Co-shall be deemed to be a Funding Borrower to collect the extent of such excess and recover shall be entitled to a Reimbursement Contribution from the other Individual Borrowers in accordance with the provisions of this Section 11.29. (g) Each Individual Borrower acknowledges that the right to Reimbursement Contribution hereunder shall constitute an asset in favor of Individual Borrower to which such Reimbursement Contribution is owing. (h) No Reimbursement Contribution payments payable by an Individual Borrower pursuant to the terms of this Section 11.29 shall be paid until all amounts then due and payable by each Individual Borrower to Lender, pursuant to the terms of the Loan Documents, are paid in full amount, in cash. Nothing contained in this Section 11.29 shall limit or affect in any portion of, way the Obligations, without first proceeding against Individual Borrower Obligations of any other Individual Borrower to Lender under the Note or any other Person, or against any security or collateral for the Obligations. Loan Documents. (i) Each of the Lead Borrower and the Co-Individual Borrower waives, to the maximum fullest extent permitted by applicable law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations.: (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in right to require Lender to proceed against any other Loan Document Individual Borrower or any other person or to the “Borrower and its Subsidiaries” (proceed against or phrases of like nature) shall be deemed exhaust any security held by Lxxxxx at any time or to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), pursue any other remedy in Lxxxxx’s power before proceeding against Individual Borrower; (ii) any reference in defense based upon any legal disability or other defense of any other Individual Borrower, any guarantor of any other person or by reason of the cessation or limitation of the liability of any other Individual Borrower or any guarantor from any cause other than full payment of all sums payable under the Note, this Agreement and any of the other Loan Documents; (iii) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Individual Borrower or any principal of any other Individual Borrower or any defect in the formation of any other Individual Borrower or any principal of any other Individual Borrower; (iv) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other Loan Document respects more burdensome than that of a principal; (v) any defense based upon any failure by Lxxxxx to obtain collateral for the indebtedness or failure by Lxxxxx to perfect a lien on any collateral; (vi) presentment, demand, protest and notice of any kind; (vii) any defense based upon any failure of Lender to give notice of sale or other disposition of any collateral to any other Individual Borrower or to any other person or entity or any defect in any notice that may be given in connection with any sale or disposition of any collateral; (viii) any defense based upon any failure of Lender to comply with applicable laws in connection with the sale or other disposition of any collateral, including any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral; (ix) any defense based upon any use of cash collateral under Section 363 of the Bankruptcy Code; (x) any defense based upon any agreement or stipulation entered into by Lender with respect to the fiscal year provision of adequate protection in any bankruptcy proceeding; (xi) any defense based upon any borrowing or any fiscal quarter grant of a security interest under Section 364 of the Borrower shall be deemed to refer to Bankruptcy Code; (xii) any defense based upon the fiscal year avoidance of any security interest in favor of Lxxxxx for any reason; (xiii) any defense based upon any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or the applicable fiscal quarter dissolution proceeding, including any discharge of, or bar or stay against collecting, all or any of the Lead obligations evidenced by the Note or owing under any of the Loan Documents; (xiv) any defense or benefit based upon any Individual Borrower’s, or any other party’s, resignation of the portion of any obligation secured by the Mortgage to be satisfied by any payment from any other Individual Borrower or any such party; (xv) all rights and defenses arising out of an election of remedies by Lxxxxx even though the election of remedies, such as non-judicial foreclosure with respect to security for the Loan or any other amounts owing under the Loan Documents, has destroyed any Individual Borrower’s rights of subrogation and reimbursement against any other Individual Borrower; (iiixvi) unless all rights and defenses that any Individual Borrower may have because any of Debt is secured by real property. This means, among other things: (1) Lender may collect from any Individual Borrower without first foreclosing on any real or personal property collateral pledged by any other Individual Borrower, (2) if Lender forecloses on any real property collateral pledged by any other Individual Borrower, (I) the context requires otherwiseamount of the Debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, (II) Lender may collect from any Individual Borrower even if any other Individual Borrower, by foreclosing on the real property collateral, has destroyed any right such Individual Borrower may have to collect from any other Individual Borrower. This is an unconditional and irrevocable waiver of any rights and defenses which any Individual Borrower may have because any of the Debt is secured by real property; and (xvii) except as may be expressly and specifically permitted herein, any reference in this Agreement and in claim or other right which an Individual Borrower might now have or hereafter acquire against any other Loan Document to financial statements Individual Borrower or any other person that arises from the existence or performance of any obligations under the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of Note, this Agreement, the Co-Borrower hereby Mortgage or the other Loan Documents, including any of the following: (i) authorizes the Lead Borrower to make such requestsany right of subrogation, give such notices reimbursement, exoneration, contribution, or furnish such certificates to the Administrative Agent indemnification; or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent any right to treat such requests, notices, certificates participate in any claim or consents made, given or furnished by the Lead remedy of Lender against any other Individual Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made collateral security therefor, whether or furnished on behalf ofnot such claim, and with the effect of irrevocably bindingremedy or right arises in equity or under contract, the Lead Borrower and the Co-Borrowerstatute or common law.

Co-Borrowers. Notwithstanding anything herein to the contrary, the Borrower, upon 15 Business Days’ prior written notice to the Administrative Agent (aor such shorter period as reasonably agreed by the Administrative Agent), may cause any Loan Party on or after the Closing Date by written election to the Administrative Agent to become a borrower (each such Loan Party, a “Co-Borrower”, and, together with the Borrower, the “Co-Borrowers”) Each under each of the Lead Facilities hereunder on a joint and several basis (such date, the “Co-Borrower Effective Date”); provided that such Loan Party shall (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent assuming all obligations of a Co-Borrower hereunder, (ii) at least three Business Days prior to such Co-Borrower Effective Date, provide to the Administrative Agent and the Lenders all documentation and other information required by United States regulatory authorities under applicable “know your customer” and anti-money laundering Laws, including without limitation Title III of the USA Patriot Act, that shall be reasonably requested by the Administrative Agent in writing at least 10 Business Days prior to the consummation of such joinder, (iii) provide to the Administrative Agent and the Lenders, if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, (iv) be a domestic Subsidiary Guarantor wholly owned by the Borrower and (v) not cause any Lender to be in violation of Law as a result of becoming a Co-Borrower. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Loan Document as may be necessary or appropriate in order to establish any additional Borrower pursuant to this Section 1.10 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers, in each case as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith. |US-DOCS\134569911.8148772134.4|| Upon the later of execution and delivery of a joinder to this Agreement by a Co-Borrower and the countersignature of the Administrative Agent thereto, each Co-Borrower accepts agrees that it is jointly and severally liable for the obligations of each other Co-Borrower hereunder with respect to any Class of Loans on an individual tranche basis, including with respect to the payment of principal of and interest on all Loans on an individual tranche basis, the payment of amounts owing in respect of Letters of Credit and the payment of fees and indemnities and reimbursement of costs and expenses. Each Co-Borrower is accepting joint and several liability hereunder in consideration of the financial accommodation provided or accommodations to be provided by the Administrative Agent, the Collateral Agent and the Lenders under this Agreement and the other Loan DocumentsAgreement, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower Borrowers and in consideration of the undertakings of the Lead Borrower and each of the Co-Borrower Borrowers to accept joint and several liability for the obligations of each other. (b) of them. Each Co-Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with each other Co-Borrower, with respect to the payment and performance of all of the Lead Borrower Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of all of the Co-Borrowers without preferences or distinction among them. If and to the extent that any of the Co-Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event each other Borrower shall be jointly and severally liable for the will make such payment with respect to, or perform, such Obligations. Each of Co-Borrower further agrees that the Lead Borrower’s and the Borrower will be such Co-Borrower’s obligations arising as a result of the joint agent for administrative, mechanical, and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” notice provisions in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Lenders and the Administrative Agent hereby agree that each Co-Borrower collectively, will have the same rights under the Loan Documents as if it is the context may require; provided that (i) any reference in this Agreement Borrower and in for any other Loan Document to purposes under the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes provisions of this Agreement, including the affirmative and negative covenants, each such Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders will be treated as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowera Restricted Subsidiary that is a Subsidiary Guarantor.

Co-Borrowers. (a) Each of the Lead Borrower agrees that it is jointly and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or severally liable to be provided by the Administrative Agent and Lenders for the payment or performance of all Obligations, and that such liability is independent of the obligations of the other Borrowers and shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law. Administrative Agent and Lenders may bring an action against any Borrower, whether an action is brought against the other Borrowers. (b) Each Borrower agrees that any release which may be given by Administrative Agent or any Lender to any other Borrower will not release such Borrower from its obligations under this Agreement or any of the other Loan Documents. (c) Each Borrower waives any right to assert against Administrative Agent or any Lender any defense, setoff, counterclaim or claim that such Borrower may have against any other Borrower or any other party liable to Administrative Agent or any Lender for the obligations of the Borrowers under this Agreement or any of the other Loan Documents. (d) Each Borrower agrees that it is solely responsible for keeping itself informed as to the financial condition of the other Borrowers and of all circumstances which bear upon the risk of nonpayment. Each Borrower waives any right it may have to require Administrative Agent or any Lender to disclose to such Borrower any information that Administrative Agent or any Lender may now or hereafter acquire concerning the financial condition of the other Borrowers. (e) Each Borrower waives all rights to notices of default or nonperformance by any other Borrower under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each . Each Borrower further waives all rights to notices of the Lead Borrower and existence or the Co-Borrower and in consideration creation of the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each othernew indebtedness by any other Borrower. (bf) Each Regardless of whether Administrative Agent or any Lender may have recovered any amounts owing under any of the Lead Loan Documents against a Borrower, each hereby waives, to the extent permitted by applicable law: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement or contribution from any other Borrower or any other party for any recovery by Administrative Agent against such Borrower, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise (collectively, “Reimbursement Rights”), (ii) all rights to enforce any remedy that Administrative Agent or any Lender may have against any other Borrower, and the Co-Borrower shall (iii) all rights to participate in any security now or later to be jointly and severally liable held by Administrative Agent for the Obligations. Each of To the Lead extent a Borrower’s and the Co-Borrower’s obligations arising as waiver of Reimbursement Rights is found by a result court of the joint and several liability of competent jurisdiction to be void or voidable for any reason, any Reimbursement Rights such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding have against any other Borrower or any other Person, collateral or security shall be junior and subordinate to any rights Administrative Agent may have against any security or collateral for the Obligations. Each of the Lead such Borrower and to all right, title and interest Administrative Agent may have in any such collateral or security. If any amount should be paid to a Borrower on account of any Reimbursement Rights at any time when any the Co-Borrower waivesObligations have not been paid in full, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the such amount shall be held in trust for Administrative Agent and the Lenders shall immediately be under no obligation paid over to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requestsbe credited and applied against the Obligations, noticeswhether matured or unmatured, certificates or consents made, given or furnished by in accordance with the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes terms of this Agreement. The Co-covenants and waivers of each Borrower agrees to set forth in this Section 9.32(f) shall be bound by effective until all such requests, notices, certificates of the Obligations have been paid and consents performed in full and other such actions by are made solely for the Lead Borrower. In each case, the benefit of Administrative Agent and Lenders. (g) Each Borrower waives any rights and defenses described in Section 2856(a) of the Lenders shall California Civil Code that are or may become available to such Borrower, including, without limitation, any rights and defenses by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. (h) Each Borrower waives all rights and defenses that such Borrower may have because any of the Obligations may be entitled to rely upon all secured by real property other than the Property of such requestsBorrower. This means, notices, certificates and consents made, given among other things: (i) Administrative Agent or furnished any Lender may collect from such Borrower (including enforcing against such Borrower the Security Instrument delivered by such Borrower) without first foreclosing on any real or personal property collateral pledged by any other Borrower; (ii) If Administrative Agent forecloses on any real property collateral pledged by any Borrower: (A) The amount of the Obligations may be reduced only by the Lead Borrower pursuant to price for which that collateral is sold at the provisions of this Agreement foreclosure sale, even if the collateral is worth more than the sale price. (B) Administrative Agent or any Lender may collect from such Borrower (including enforcing against such Borrower the Security Instrument delivered by such Borrower) even if Administrative Agent or any Lender, by foreclosing on the real property collateral pledged by any other Loan Document as being made Borrower, has destroyed any right a Borrower may have to collect from another Borrower. This Section 9.32(h) is an unconditional and irrevocable waiver of any rights and defenses each Borrower may have because any of the Obligations may be secured by real property other than the Property hereby encumbered. These rights and defenses include, but are not limited to, any rights or furnished on behalf ofdefenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (i) Without limiting the generality of the foregoing Section 9.32(h), each Borrower understands and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.acknowledges that if Administrative Agent or any Lender forecloses judicially or

Co-Borrowers. (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-each Borrower to accept joint and several liability for the obligations of each otherBorrower. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations, regardless of which Borrower actually receives the Loans hereunder or the amount of the Obligations received or the manner in which the Administrative Agent or any Lender accounts for the Obligations on its books and records. Each of the Lead Borrower’s obligations with respect to Loans made to it, and the Co-each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans made to and other Obligations owing by the Lead Borrower Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to and other Obligations owing by the Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (A) the validity or enforceability, avoidance or subordination of the obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the obligations of any other Borrower, (B) the absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (C) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (D) the failure by the Administrative Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the obligations of any other Borrower, (E) the Administrative Agent’s or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code of the United States, (F) any borrowing or grant of a security interest by any other Borrower, as Debtor In Possession under Section 364 of the Bankruptcy Code of the United States, (G) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claim(s) for the repayment of the obligations of any other Borrower under Section 502 of the Bankruptcy Code of the United States, or (H) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. With respect to each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement and the other Loan Documents shall have been terminated, any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Administrative Agent or any Lender. (d) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-any Borrower to collect and recover the full amount, or any portion of, of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-any Borrower or against or in payment of any or all of the Obligations. (de) Each representation Borrower hereby irrevocably appoints the Parent Borrower as the borrowing agent and warranty made on behalf attorney-in-fact for the Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by all of the Co-Borrowers that such appointment has been revoked and that another Borrower by has been appointed in the Lead place of the Parent Borrower. Each Borrower shall be deemed hereby irrevocably appoints and authorizes the Parent Borrower (i) to provide to the Administrative Agent and receive from the Administrative Agent all notices with respect to Loans obtained for all purposes to have been made by the Co-benefit of any Borrower and shall be binding upon all other notices and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in instructions under this Agreement and in any the other Loan Document means the Lead Borrower, individually, or the Lead Borrower Documents and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference to take such action as the Parent Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Collateral of the Borrowers in this Agreement a combined fashion, as more fully set forth herein and in any other Loan Document the Collateral Documents, is done solely as an accommodation to the fiscal year or any fiscal quarter Borrowers in order to utilize the collective borrowing powers of the Borrower Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall be deemed to refer incur liability to the fiscal year or the applicable fiscal quarter Borrowers as a result hereof. Each of the Lead Borrower and (iii) unless Borrowers expects to derive benefit, directly or indirectly, from the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements handling of the Collateral in a combined fashion since the successful operation of each Borrower shall be deemed to refer to financial statements is dependent on the continued successful performance of the Lead Borrowerintegrated group. (f) For In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Borrower hereunder would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability hereunder, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Borrower, any Loan Party or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (g) After the Closing Date, the Parent Borrower may, at any time and from time to time, designate any Subsidiary that is a Domestic Subsidiary as a Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Parent Borrower, together with any documentation and other information with respect to such additional Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act requested by the Administrative Agent (and to the extent not theretofore delivered on the Closing Date or otherwise), and upon such delivery and satisfaction, such Subsidiary shall for all purposes of this Agreement, Agreement and the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may other Loan Documents be required or permitted by this Agreement for the benefit of the Lead a Borrower and the Co-Borrower and a party to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this As soon as practicable upon receipt of a Borrower Joinder Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled furnish a copy thereof to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowereach Lender.

Co-Borrowers. Each co-Borrower agrees as follows: (a) Each co-Borrower hereby expressly confirms that it has assumed, and hereby agrees to perform and observe, each and every one of the Lead Borrower covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of “Borrower” under the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Agreement and the Loan Documents. By virtue of the foregoing, each co-Borrower hereby accepts and assumes any liability of any other co-Borrower related to each representation or warranty, covenant or obligation made by any other co-Borrower in the Agreement or any other Loan DocumentsDocument and hereby expressly affirms, for as of the mutual benefitdate hereof, directly and indirectly, of each of the Lead Borrower such representations, warranties, covenants and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each otherobligations. (b) Each co-Borrower agrees that it is jointly and severally, directly, and primarily liable to Lender for payment in full of the Lead Borrower Indebtedness and the Co-Borrower shall be jointly and severally liable for the Obligations. Each that such liability is independent of the Lead Borrower’s duties, obligations and liabilities of the Coother co-Borrowers. The Loan Documents are a primary and original obligation of each co-Borrower’s obligations arising as , are not the creation of a result surety relationship, and are an absolute, unconditional, and continuing promise of the joint payment and several liability performance which will remain in full force and effect without respect to future changes in conditions, including any change of such Borrower hereunder, law or any invalidity or irregularity with respect to Term Loans made the Loan Documents. Each co-Borrower acknowledges that the obligations of such co-Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such co-Borrower (including any other co-Borrower party hereto) and, in full recognition of that fact, each co-Borrower consents and agrees that Lender may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation, or revocation of the Agreement or any of the other Loan Documents by any one or more co-Borrowers, and without affecting the enforceability or continuing effectiveness hereof as to each co-Borrower: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Indebtedness or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval, or consent with respect to, the Indebtedness or any part thereof, or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Indebtedness or any part thereof; (d) accept partial payments on the Indebtedness; (e) receive and hold additional security or guaranties for the Indebtedness or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its/their sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Lead Borrower hereunderIndebtedness or any part thereof; (h) settle, shall be separate release on terms satisfactory to Lender or by operation of applicable laws, or otherwise liquidate or enforce any Indebtedness and distinct obligationsany security therefor or guaranty thereof in any manner, but all such obligations shall be primary obligations consent to the transfer of each any security and bid and purchase at any sale; or (i) consent to the merger, change, or any other restructuring or termination of the Lead corporate or partnership existence of any co-Borrower or any other Person, and correspondingly restructure the CoIndebtedness, and any such merger, change, restructuring, or termination will not affect the liability of any co-BorrowerBorrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Indebtedness. (c) Upon the occurrence and during the continuation continuance of any Event of Default, Lender may enforce the Administrative Agent Agreement and any or all of the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Coother Loan Documents independently as to each co-Borrower and independently of any outer remedy or security Lender at any time may have or hold in connection with the Indebtedness, and it will not be necessary for Lender to collect and recover the full amount, or marshal assets in favor of any portion of, the Obligations, without first proceeding against any other co-Borrower or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce the Agreement and the other Loan Documents. Each co-Borrower expressly waives any right to require Lender to marshal assets in favor of any co-Borrower or any other Person or to proceed against any other co-Borrower or any Collateral provided by any Person, and agrees that Lender may proceed against co-Borrowers or any Collateral in such order as Lender may determine in its sole and absolute discretion. (d) Lender may file a separate action or actions against any co-Borrower, whether action is brought or prosecuted with respect to any security or against any other person, or whether any other person is joined in any such action or actions. Each co-Borrower agrees that Lender and any co-Borrower and any affiliate of any co-Borrower may deal with each other in connection with the Indebtedness or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of the Agreement or the other Loan Documents. (e) Lender’s rights under the Loan Documents will be reinstated and revived, and the enforceability of the Agreement and the other Loan Documents will continue, with respect to any amount at any time paid on account of the Indebtedness which thereafter may be required to be restored or returned by Lender, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of the Agreement and the other Loan Documents at all times will remain effective to cover the full amount of all the Indebtedness even though the Indebtedness, including any part thereof or any other security or collateral for the Obligations. Each of the Lead guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any co-Borrower and the Cowhether or not any other co-Borrower waives, to has any personal liability with respect thereto. (f) To the maximum extent permitted by lawapplicable law and to the extent that a co-Borrower is deemed a guarantor, each co-Borrower expressly waives any and all suretyship defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other co-Borrower with respect to the Indebtedness, (b) the unenforceability or invalidity of any security or guaranty for the Indebtedness or lack of perfection or continuing perfection or failure of priority of any security for the Indebtedness, (c) the cessation for any cause whatsoever of the liability of any other co-Borrower (other than by reason of the full payment and consents and agrees that performance of all Indebtedness), (d) any failure of the Administrative Agent and the Lenders shall be under no obligation Lender to marshal any assets in favor of either Lender or any co-Borrower or any other person, (e) any failure of Lender to give notice of sale or other disposition of collateral to any co-Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any failure of Lender to comply with applicable law in connection with the Lead sale or other disposition of any collateral or other security for any Obligation, including any failure of Lender to conduct (a) commercially reasonable sale or other disposition of any collateral or other security for any Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of any co-Borrower or the CoIndebtedness or any security or guaranty therefor by operation of law or otherwise, (h) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by Lender of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of Lender for any reason, or (o) any action taken by Lender that is authorized by the Agreement or any other provision of any Loan Document. Until such time as all of the Indebtedness have been fully, finally, and indefeasibly paid in full in cash: (i) each co-Borrower hereby waives and postpones any right of subrogation it has or may have as against any other co-Borrower respect to the Indebtedness; and (ii) in addition, each co-Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other co-Borrower. Each co-Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Indebtedness, and all notices of acceptance of the Agreement or the other Loan Documents or of the existence, creation or incurring of new or additional Indebtedness. (g) If all or any part of the Indebtedness at any time are secured by any one or more deeds of trust or mortgages or other instruments creating or granting liens on any interests in payment real property, each co-Borrower authorizes Lender, upon the occurrence of and during the continuance of any Event of Default, at their sole option, without notice or demand and without affecting the obligations of any co-Borrower, the enforceability of the Agreement and the other Loan Documents, or the validity or enforceability of any liens of Lender, to foreclose any or all of the Obligationssuch deeds of trust or mortgages or other instruments by judicial or nonjudicial sale. (dh) Each representation and warranty made on behalf Without limiting the generality of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, waiver or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified provision set forth in this Agreement, each co-Borrower waives all rights and defenses that such co-Borrower may have because the Lead Indebtedness is secured by real property. This means, among other things: (1) Lender may collect from any co-Borrower shall without first foreclosing on any real or personal property pledged as Collateral by any other co-Borrower to secure the Indebtedness. (2) If Lender foreclose(s) on any real property pledged as Collateral by any co-Borrower: a. The amount of the debt may be reduced only by the only Person entitled price for which that Collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. b. Lender may collect from any co-Borrower even if Lender, by foreclosing on the real property pledged as Collateral, has destroyed any right that co-Borrower may have to makecollect from any other co-Borrower. This is an unconditional and irrevocable waiver of any rights and defenses each co-Borrower may have because the Indebtedness is secured by real property. These rights and defenses include, give but are not limited to, any rights or furnish such requestsdefenses based upon Section 580a, notices580b, certificates 580d, or requests directly 726 of the California Code of Civil Procedure. (i) To the fullest extent permitted by applicable law, to the Administrative Agent extent that a co-Borrower is deemed a guarantor, each co-Borrower expressly waives any defenses to the enforcement of the Agreement and the other Loan Documents or any rights of Lender created or granted hereby or to the Lenders recovery by Lender against any co-Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of co-Borrowers and may preclude co-Borrowers from obtaining reimbursement or contribution from other co-Borrowers. To the fullest extent permitted by applicable law, each co-Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH CO-BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY LENDER, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE INDEBTEDNESS, HAS DESTROYED SUCH CO-BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER CO-BORROWERS BY OPERATION OF LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, OR OTHERWISE. (j) Notwithstanding the foregoing provisions of this Section 12.10, the references in Sections 6.2 and 6.6 of the Agreement to “Borrower” mean only ERI. The parties agree that Pump Engineering, as a Subsidiary of ERI will be consolidated with ERI for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates Sections 6.2 and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower6.6.

Co-Borrowers. (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-each Borrower to accept joint and several liability for the obligations of each otherBorrower. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations, regardless of which Xxxxxxxx actually receives the Loans hereunder or the amount of the Obligations received or the manner in which the Administrative Agent or any Lender accounts for the Obligations on its books and records. Each of the Lead Borrower’s obligations with respect to Loans made to it, and the Co-each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans made to and other Obligations owing by the Lead Borrower Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to and other Obligations owing by the Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (A) the validity or enforceability, avoidance or subordination of the obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the obligations of any other Borrower, (B) the absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (C) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (D) the failure by the Administrative Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the obligations of any other Borrower, (E) the Administrative Agent’s or any Lender’s election, in any proceeding instituted under the Bankruptcy Code of the United States, of the application of Section 1111(b)(2) of the Bankruptcy Code of the United States, (F) any borrowing or grant of a security interest by any other Borrower, as Debtor In Possession under Section 364 of the Bankruptcy Code of the United States, (G) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claim(s) for the repayment of the obligations of any other Borrower under Section 502 of the Bankruptcy Code of the United States, or (H) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. With respect to each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement and the other Loan Documents shall have been terminated, any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Administrative Agent or any Lender. (d) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-any Borrower to collect and recover the full amount, or any portion of, of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-any Borrower or against or in payment of any or all of the Obligations. (de) Each representation Borrower hereby irrevocably appoints the Administrative Borrower as the borrowing agent and warranty made on behalf attorney-in-fact for the Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by all of the Co-Borrowers that such appointment has been revoked and that another Borrower by has been appointed in the Lead place of the Administrative Borrower. Each Borrower shall be deemed for all purposes to have been made by hereby irrevocably appoints and authorizes the Co-Administrative Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates provide to the Administrative Agent or and receive from the Lenders as may be required or permitted by this Agreement Administrative Agent all notices with respect to Loans obtained for the benefit of the Lead any Borrower and the Co-Borrower all other notices and to give any consents on behalf of the Co-Borrower required by instructions under this Agreement and the other Loan Documents and (ii) authorizes to take such action as the Administrative Agent Borrower deems appropriate on its behalf to treat obtain Loans and to exercise such requests, notices, certificates or consents made, given or furnished by other powers as are reasonably incidental thereto to carry out the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed It is understood that the handling of the Collateral of the Borrowers in a combined fashion, as more fully set forth herein and in the Collateral Documents, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group (f) After the Closing Date, the Administrative Borrower may, at any time and from time to time, designate any Restricted Subsidiary that is a wholly-owned Domestic Subsidiary that is treated as a corporation for U.S. federal income tax purposes as a Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Administrative Borrower, together with any documentation and other information with respect to such additional Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act requested by the Administrative Agent (and to the extent not theretofore delivered on the Closing Date or otherwise) and satisfied the Collateral and Guarantee Requirement (including without limitation the actions as specified in this AgreementSection 6.11 with respect to newly formed Subsidiaries), the Lead Borrower and upon such delivery and satisfaction, such Subsidiary shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for all purposes of this Agreement and the other Loan Documents be a Borrower and a party to this Agreement. The Co-As soon as practicable upon receipt of a Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each caseJoinder Agreement, the Administrative Agent and the Lenders shall be entitled furnish a copy thereof to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowereach Lender.

Co-Borrowers. Domtar Paper Company hereby is designated and appointed by each Borrower on the Closing Date as its representative and agent on its behalf (athe “Borrower Representative”) Each and Parent hereby is designated and appointed by each Borrower on the Closing Date as its representative and agent on its behalf. Borrower Representative and Parent accepts such appointment as the Borrower Representative or Parent, as applicable, in each case, for the purposes of issuing notices and requests on behalf of the Lead Borrowers, delivering certificates including Compliance Certificates, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants, but without relieving any other Borrower of its joint and several obligations to pay and perform the Obligations) on behalf of any Borrower or the Borrowers under the Loan Documents. Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Borrower Representative or Parent, as applicable, as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative or Parent, as applicable, shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the Co-same extent as if the same had been made directly by such Borrower. Each Borrower accepts agrees that it is jointly and severally liable for the obligations of each other Borrower hereunder with respect to any Class of Loans on an individual tranche basis, including with respect to the payment of principal of and interest on all Loans on an individual tranche basis and the payment of fees and indemnities and reimbursement of costs and expenses. Each Borrower is accepting joint and several liability hereunder in consideration of the financial accommodation provided or accommodations to be provided by the Administrative Agent, the Collateral Agent and the Lenders under this Agreement and the other Loan DocumentsAgreement, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower Borrowers and in consideration of the undertakings of each of the Lead Borrower and the Co-Borrower Borrowers to accept joint and several liability for the obligations of each other. (b) of them. Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with each other Borrower, with respect to the payment and performance of all of the Lead Borrower and Obligations, it being the Co-Borrower intention of the parties hereto that all Obligations shall be jointly and severally liable for the Obligations. Each of the Lead Borrower’s and the Co-Borrower’s obligations arising as a result of the joint and several liability obligations of such Borrower hereunder, all of the Borrowers without preferences or distinction among them. If and to the extent that any of the Borrowers shall fail to make any payment with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each any of the Lead Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event each other Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amountwill make such payment with respect to, or any portion ofperform, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the such Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and further agrees that the Administrative Agent Borrower Representative and the Lenders shall Parent, as applicable, will be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation such Borrower’s agent for administrative, mechanical, and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” notice provisions in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead BorrowerDocument. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.

Co-Borrowers. (a) Each of Borrower hereby accepts, but only to the Lead Borrower and the Coextent not prohibited by applicable insolvency laws, not merely as a surety but also as a co-Borrower accepts debtor, joint and several liability hereunder in consideration with the other Borrowers, with respect to the payment and performance of all of the financial accommodation provided Obligations, it being the intention of the parties hereto that all the Obligations shall be joint and several obligations of each Borrower without preferences or distinctions among them. 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 be provided 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. Each Borrower hereby agrees that it will not, without Lender's prior written consent, enforce any of its rights of contribution or subrogation against the other Borrowers with respect to any liability incurred by the Administrative Agent and the Lenders it hereunder or under this Agreement and any of the other Loan Documents, any payments made by it to Lender with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been paid in full in cash. Lender may from time to time, without exonerating or releasing any Borrower in any way under this Agreement, (a) take such further or other security or securities for the mutual benefitObligations or any part thereof as it may deem proper, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each other. or (b) Each release, discharge, abandon or otherwise deal with or fail to deal with any Borrower or guarantor of the Lead Obligations or any collateral, security or securities therefor or any part thereof now or hereafter held by the Lender or (c) amend, modify, extend, accelerate or waive in any manner any of the provisions, terms, or conditions of the Loan Documents, all as it may consider expedient or appropriate in its sole discretion. Each Borrower agrees that until each and every one of the Co-covenants and agreements of the Loan Documents is fully performed, and without possibility of recourse, whether by operation of law or otherwise, such Borrower's undertakings hereunder shall not be released, in whole or in part, by any action or thing that might, but for this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or omission by Lender or its failure to proceed promptly or otherwise, or by reason of any action taken or omitted by Lender whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Borrower or by reason of any further dealings between any Borrower on the one hand and Lender, on the other hand or any other guarantor or surety, and each Borrower hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description that it may have or may exist based upon, and each Borrower shall be jointly deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers. Upon the bankruptcy or winding up or other distribution of assets of any Borrower or of any surety or guarantor for any Obligations, the rights of Lender against any Borrower or any other guarantor of the Obligations shall not be affected or impaired by the omission of Lender to prove its claim, or to prove the full claim, as appropriate, and severally liable the Lender may prove such claims as it sees fit and may refrain from proving any claim and in its discretion may value as it sees fit or refrain from valuing any security held by it without in any way releasing, reducing or otherwise affecting the liability to the Lender of any Borrower. Each Borrower hereby unconditionally and irrevocably waives, unless expressly provided for herein or under the Loan Documents: (i) notice of acceptance hereof, (ii) notice of any loans or other financial accommodations made or extended under this Agreement, or the creation or existence of any of any additional Obligations, (iii) notice of the amount of the Obligations. Each of the Lead , subject, however, to such Borrower’s and the Co-Borrower’s obligations arising as a result of the joint and several liability of such Borrower 's rights hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. ; (civ) Upon the occurrence and during the continuation notice of any adverse change in the financial condition of any Borrower or of any other fact that might increase such Borrower's risk hereunder; (v) notice of presentment for payment, demand, protest, dishonor and notice thereof; (vi) notice of any Default or Event of Default; (vii) all diligence in collection or protection of or realization upon the Obligations or any part thereof, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amountany obligation hereunder, or any portion ofsecurity for any of the foregoing, (viii) all rights to enforce any remedy that the ObligationsLender may have against any Borrower or any other guarantor; and (ix) all other notices and demands to which any Borrower might otherwise be entitled. To the fullest extent permitted by applicable law, without first proceeding each Borrower hereby waives the right by statute or otherwise to require Lender to institute suit against any other Borrower or any other Personguarantor or to exhaust any rights and remedies which Lender has or may have against any other Borrower or any other guarantor. Each Borrower further waives any defense arising by reason of any disability or other defense (other than the defense that the Obligations shall have been indefeasibly and fully and finally paid and the commitments hereunder have been terminated) of such Borrower. No Borrower shall be released or discharged, either in whole or in part, by Lender's failure or delay to (A) perfect or continue the perfection of any lien or security interest in any collateral that secures the Obligations, or against any (B) protect the property covered by such lien or security or collateral for the Obligationsinterest. Each of the Lead Borrower and the Co-Borrower waives, to To the maximum extent permitted by law, all suretyship defenses and consents and agrees each Borrower hereby waives: (I) any rights to assert against Lender any defense (legal or equitable), setoff, counterclaim, or claim that such Borrower may now or at any time hereafter have against any other Borrower or any other party liable to Lender on account of or with respect to the Obligations (other than the defense that the Administrative Agent Obligations shall have been fully and finally paid and the Lenders commitments hereunder have been terminated); (II) any defense, setoff, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future sufficiency, validity, or enforceability of the Obligations (other than the defense that the Obligations shall be under no obligation have been fully and finally paid and the commitments hereunder have been terminated); (III) any defense arising by reason of any claim or defense based upon an election of remedies by Lender; (IV) any right to assert against Lender any claim or defense in relation to any requirement upon Lender to marshal any assets in favor collateral for the benefit of either the Lead such Borrower or any other person; (V) the Co-benefit of any statute of limitations affecting such Borrower's liability hereunder or the enforcement thereof. In addition, each Borrower hereby waives, until such time as the Obligations are fully and finally paid and the commitments hereunder are terminated, any right to proceed against any other Borrower or any other guarantor, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims (irrespective of whether direct or indirect, liquidated or contingent), with respect to the Obligations. Each Borrower also hereby waives any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower or any other guarantor. Each Borrower hereby agrees that, in payment light of the waivers contained in this Section, such Borrower shall not be deemed to be a "creditor" (as that term is defined in the Bankruptcy Code or otherwise) of any other Borrower or any other guarantor, whether for purposes of the application of Sections 547 or 550 of the United States Bankruptcy Code or otherwise. To the maximum extent permitted by law, each Borrower waives any duty on the part of the Lender to disclose to such Borrower any facts the Lender may now or hereafter know about any other Borrower, regardless of whether the Lender has reason to believe that any such facts materially increase the risk beyond that which such Borrower intends to assume, or has reason to believe that such facts are unknown to such Borrower, or has a reasonable opportunity to communicate such facts to such Borrower since such Borrower acknowledges that such Borrower is fully responsible for being and keeping informed of the financial condition of any other Borrower and all of the circumstances bearing on the risk on nonpayment of any Obligations hereunder. The obligations of each Borrower hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by the following, any of which may be taken without the consent of, or notice to, such Borrower, nor shall any of the following give any Borrower any recourse or right of action against the Lender: (W) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Borrower, or any guarantor (which term shall include any other party at any time directly or contingently liable for any of the Borrowers' obligations under the Loan Documents) or any affiliate of any Borrower, or any action taken with respect to this Agreement or any of the other Loan Documents by any trustee or receiver, or by any court, in any such proceeding, whether or not such Borrower shall have had notice or knowledge of any of the foregoing; (X) any release or discharge of any Borrower from its liability under any of the Loan Documents or any release or discharge of any endorser or guarantor or of any other party at any time directly or contingently liable for the Obligations; (Y) any subordination, compromise, release (by operation of law or otherwise), discharge, compound, collection or liquidation of any or all of the Collateral or other property described in any of the Loan Documents or otherwise in any manner, or any substitution with respect thereto; and (Z) any acceptance of partial performance of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.

Co-Borrowers. 120 (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation accommodations provided or to be provided by the Administrative Agent Agent, the Issuing Banks and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-each Borrower to accept joint and several liability for the obligations of each otherother Borrower. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations, regardless of which Borrower actually receives the Loans or other Credit Extensions hereunder or the amount of the Obligations received or the manner in which the Administrative Agent, any Issuing Bank or any Lender accounts for the Obligations on its books and records. Each of the Lead Borrower’s obligations with respect to Loans or other Credit Extensions made to it, and the Co-each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans or other Credit Extensions made to and other Obligations owing by the Lead Borrower Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent Agent, the Issuing Banks and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-any Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, waives all suretyship defenses and consents and agrees that the Administrative Agent Agent, the Issuing Banks and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-any Borrower or against or in payment of any or all of the Obligations. (d) Each representation Borrower hereby irrevocably appoints the Administrative Borrower as the borrowing agent and warranty made attorney-in-fact for the Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed in the place of the Administrative Borrower (which other Borrower shall be a parent company with respect to each other Borrower). Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide to the Administrative Agent and receive from the Administrative Agent all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents and (ii) to take such action as the Administrative Borrower deem appropriate on its behalf to obtain Loans or other Credit Extensions and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. The Administrative Agent, each Issuing Bank and each Lender shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Administrative Borrower. The Administrative Agent, each Issuing Bank and each Lender may give any notice or communication with any Borrower hereunder to the Administrative Borrower on behalf of such Borrower. The Administrative Agent, each Issuing Bank and each Lender shall have the Co-right, in its discretion, to deal exclusively with the Administrative Borrower for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, delivery, representation, agreement, action, omission or undertaking by the Lead Administrative Borrower shall be deemed for all purposes to have been made by the Co-Borrower and hereunder shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-such Borrower. (e) Any reference It is understood that the handling of the Collateral of the Borrowers in a combined fashion, as more fully set forth herein and in the Collateral Documents, is done solely as an accommodation to the “Borrower” Borrowers in this Agreement and in any other Loan Document means order to utilize the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter collective borrowing powers of the Borrower shall be deemed to refer to Borrowers in the fiscal year or the applicable fiscal quarter most efficient and economical manner and at their request, and that none of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this AgreementAdministrative Agent, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent Issuing Banks or the Lenders shall incur liability to the Borrowers as may be required or permitted by this Agreement for the benefit a result hereof. Each of the Lead Borrower and Borrowers expects to derive benefit, directly or indirectly, from the Co-Borrower and to give any consents on behalf handling of the Co-Collateral in a combined fashion since the successful operation of each Borrower required by this Agreement and (ii) authorizes is dependent on the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by continued successful performance of the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowerintegrated group.

Co-Borrowers. (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each other. (b) Each of the Lead Borrower and the Co-Borrower shall be i. Borrowers are jointly and severally liable for all of the indebtedness, obligations, and liabilities of the Borrowers now or hereafter existing under this Note and the Transaction Documents, whether for principal, interest, fees, expenses, indemnification or otherwise (the “Obligations”) and the Holder may proceed against one Borrower to enforce the Obligations without waiving its right to proceed against the other Borrower. This Note and the Transaction Documents are a primary and original obligation of each Borrower and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between the Holder and any Borrower. Each Borrower shall be liable for existing and future Obligations as fully as if all of the principal amount of this Note were advanced to such Borrower. The Holder may rely on any certificate or representation made by any Borrower as made on behalf of, and binding on, all Borrowers. Each Borrower appoints each other Borrower as its agent with all necessary power and authority to give and receive notices, certificates or demands for and on behalf of all Borrowers. This authorization cannot be revoked, and the Holder need not inquire as to one Bxxxxxxx’s authority to act for or on behalf of another Borrower. ii. Notwithstanding any other provision of this Note or any other Transaction Document, each Borrower irrevocably waives, until all Obligations are paid in full, all rights that it may have at law or in equity (including, without limitation, any law subrogating a Borrower to the rights of the Holder under this Note or any other Transaction Documents) to seek contribution, indemnification, or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations. Each of , for any payment made by a Borrower with respect to the Lead Borrower’s Obligations in connection with the Transaction Documents or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Co-Borrower’s obligations arising Obligations as a result of any payment made by a Borrower with respect to the joint Obligations in connection with the Transaction Documents or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and several void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for the Holder and such payment shall be promptly delivered to the Holder for application to the Obligations, whether matured or unmatured. iii. Each Borrower waives, to the extent permitted by law, notice of acceptance hereof; notice of the existence, creation or acquisition of any of the Obligations; notice of an Event of Default except as set forth herein; notice of the amount of the Obligations outstanding at any time; notice of any adverse change in the financial condition of any other Borrower or of any other fact that might increase a Borrower’s risk; presentment for payment; demand; protest and notice thereof as to any instrument; and all other notices and demands to which Bxxxxxxx would otherwise be entitled by virtue of being a co-borrower or a surety. Each Borrower waives any defense arising from any defense of any other Borrower, or by reason of the cessation from any cause whatsoever of the liability of any other Borrower. The Holder’s failure at any time to require strict performance by any Borrower of any provision of this Note or the other Transaction Documents shall not waive, alter or diminish any right of the Holder thereafter to demand strict compliance and performance therewith. Each Borrower also waives any defense arising from any act or omission of the Holder that changes the scope of such Bxxxxxxx’s risks hereunder. Each Borrower hereby waives any right to assert against the Holder any defense (legal or equitable), setoff, counterclaim, or claims that such Borrower individually may now or hereafter have against another Borrower or any other Person liable to the Holder with respect to the Obligations in any manner or whatsoever. iv. The liability of the Borrowers hereunder shall not be diminished by (i) any agreement, understanding or representation that any of the Obligations is or was to be guaranteed by another Person or secured by property, or (ii) any release or unenforceability, whether partial or total, of rights, if any, which the Holder may now or hereafter have against any other Person, including another Borrower, or property with respect to any of the Obligations. Without notice to any given Borrower and without affecting the liability of any given Borrower hereunder, the Holder may (i) compromise, settle, renew, extend the time for payment, change the manner or terms of payment, discharge the performance of, decline to enforce, or release all or any of the Obligations with respect to Term Loans made any other Borrower by written agreement with such other Borrower, (ii) grant other indulgences to the Lead another Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations in respect of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against (iii) modify in any manner any documents relating to the Obligations with respect to any other Borrower by written agreement with such other Borrower, (iv) release, surrender or exchange any deposits or other property securing the Obligations, whether pledged by a Borrower or any other Person, or against (v) compromise, settle, renew, or extend the time for payment, discharge the performance of, decline to enforce, or release all or any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment obligations of any guarantor, endorser or all other Person who is now or may hereafter be liable with respect to any of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.

Co-Borrowers. (a) Each Without limiting their obligations as Guarantors, Holdings may, in its sole discretion, in accordance with the provisions of this Section 13.27, designate one or more of its direct or indirect Wholly Owned Restricted Subsidiaries organized in the Lead Borrower United States (or another jurisdiction reasonably acceptable to the Administrative Agent) to join this Agreement as co-borrowers under any Facility (each such Wholly Owned Restricted Subsidiary, a “Co-Borrower”) hereunder and under all other Loan Documents, jointly and severally liable with respect to all Obligations as primary obligors and not merely as sureties. (b) In order to so designate a Co-Borrower, Holdings shall, upon not less than 10 Business Days’ notice from Holdings to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request that any such Wholly Owned Restricted Subsidiary (an “Applicant Borrower”) become a Co-Borrower accepts joint to receive, or become obligated with respect to, Loans under the applicable Facility by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each applicable Lender) a duly executed notice and several liability hereunder agreement in consideration substantially the form of Exhibit P (a “Co-Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming a Co-Borrower hereunder, (i) the financial accommodation provided or obligations with respect to be provided by such Applicant Borrower becoming a Co-Borrower set forth in Section 8.8 and this Section 13.27 shall have been satisfied and (ii) for any Applicant Borrower, the Administrative Agent and the applicable Lenders shall have received (x) not more than 5 Business Days after Holdings’ initial notice required above, the documentation and other information that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation and (y) such supporting resolutions, incumbency certificates, opinions of counsel, Security Documents and other documents or information, in form and substance reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Lenders in their reasonable discretion, and Notes signed by such new Co-Borrower to the extent any Lenders so require (the requirements set forth in the foregoing clauses (i) and (ii), the “Co-Borrower Requirements”). If the Co-Borrower Requirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit Q (a “Co-Borrower Notice”) to Holdings and the applicable Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Co-Borrower for purposes hereof, whereupon each of the applicable Lenders agrees to permit such Co-Borrower to receive, or become obligated with respect to, Loans under the applicable Facility, on the terms and conditions set forth herein, and each of the parties agrees that such Co-Borrower otherwise shall be a Borrower for all purposes of this Agreement (and the term “Borrower” shall be deemed to include such Co-Borrower unless the context otherwise requires); provided that no Notice of Borrowing may be submitted by or on behalf of such Co-Borrower until the date five (5) Business Days after such effective date unless the Administrative Agent otherwise consents. (c) The Obligations of the Borrower and each Co-Borrower shall be joint and several in nature. Each Subsidiary that becomes a Co-Borrower pursuant to this Section 13.27 hereby irrevocably appoints the Borrower as its agent for all purposes relevant to this Agreement, each of the other Loan Documents and all other documents and electronic platforms entered into in connection herewith, including (i) the giving and receipt of notices and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by the Borrower and all Co-Borrowers, or by the Borrower or each Co-Borrower acting singly, shall be valid and effective if given or taken only by the Borrower, whether or not any such other Co-Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Borrower in accordance with the terms of this Agreement shall be deemed to have been delivered to each Co-Borrower. (d) A Co-Borrower may elect to terminate its eligibility to request Borrowings and to cease to be a Co-Borrower hereunder upon the occurrence of, and such resignation shall effective upon, such resigning Co-Borrower having delivered to the Administrative Agent a notice of resignation in form and substance reasonably satisfactory to the Administrative Agent upon not less than 15 Business Days’ notice (or such shorter period as may be agreed by the Administrative Agent in its sole discretion); provided, however, that (i) there are no outstanding Loans payable by such Co-Borrower, or other amounts payable by such Co-Borrower on account of any Loans made to it, as of the effective date of such termination and (ii) unless such Person is also released as a Guarantor in accordance with the terms of this Agreement, such resignation shall not, to the extent applicable, have any impact on such Person’s obligations as a Subsidiary Guarantor and such obligations, to the extent applicable, shall continue to be effective in accordance with this Agreement and the other provisions and undertakings hereunder related thereto. The Administrative Agent will promptly notify the Lenders of any such termination of a Co-Borrower’s status. (e) Any Lender may, with notice to the Administrative Agent and Holdings, fulfill its Commitment hereunder in respect of any Loans requested to be made by such Lender to a Co-Borrower not organized under the laws of the United States or any State thereof, by causing an Affiliate or branch of such Lender to act for such Lender to make such Loans to such Co-Borrower in the place and stead of such Lender; provided that in no event shall the Lender’s exercise of such option increase the costs or expenses or otherwise increase or change the obligations of the Borrower or the Co-Borrowers under this Agreement. (f) Holdings may not designate a Co-Borrower in any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any Lender under the applicable Facility is not legally permitted to make Loans or other credit extensions. (g) To the extent any Co-Borrower is designated hereunder, notwithstanding anything to the contrary in this Agreement, Holdings and the Administrative Agent shall be permitted to make such amendments to this Agreement and the other Loan Documents, for Documents (without the mutual benefit, directly and indirectly, consent of each of any Lender or any other party) as they reasonably deem necessary in order to effectuate the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each other. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations. Each of the Lead Borrower’s and the Co-Borrower’s obligations arising as a result of the joint and several liability inclusion of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.

Co-Borrowers. Notwithstanding anything herein to the contrary, the Borrower, upon 15 Business Days’ prior written notice to the Administrative Agent (aor such shorter period as reasonably agreed by the Administrative Agent), may cause any Loan Party on or after the Closing Date by written election to the Administrative Agent to become a borrower (each such Loan Party, a “Co-Borrower”, and, together with the Borrower, the “Co-Borrowers”) Each under each of the Lead Facilities hereunder on a joint and several basis (such date, the “Co-Borrower Effective Date”); provided that such Loan Party shall (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent assuming all obligations of a Co-Borrower hereunder, (ii) at least three Business Days prior to such Co-Borrower Effective Date, provide to the Administrative Agent and the Lenders all documentation and other information required by United States regulatory authorities under applicable “know your customer” and anti-money laundering Laws, including without limitation Title III of the USA Patriot Act, that shall be reasonably requested by the Administrative Agent in writing at least 10 Business Days prior to the consummation of such joinder, (iii) provide to the Administrative Agent and the Lenders, if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, (iv) be a domestic Subsidiary Guarantor wholly owned by the Borrower and (v) not cause any Lender to be in violation of Law as a result of becoming a Co-Borrower. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Loan Document as may be necessary or appropriate in order to establish any additional Borrower pursuant to this Section 1.10 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers, in each case as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith. Upon the later of execution and delivery of a joinder to this Agreement by a Co-Borrower and the countersignature of the Administrative Agent thereto, each Co-Borrower accepts agrees that it is jointly and severally liable for the obligations of each other Co-Borrower hereunder with respect to any Class of Loans on an individual tranche basis, including with respect to the payment of principal of and interest on all Loans on an individual tranche basis, the payment of amounts owing in respect of Letters of Credit and the payment of fees and indemnities and reimbursement of costs and expenses. Each Co-Borrower is accepting joint and several liability hereunder in consideration of the financial accommodation provided or accommodations to be provided by the Administrative Agent, the Collateral Agent and the Lenders under this Agreement and the other Loan DocumentsAgreement, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower Borrowers and in consideration of the undertakings of the Lead Borrower and each of the Co-Borrower Borrowers to accept joint and several liability for the obligations of each other. (b) of them. Each Co-Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with each other Co-Borrower, with respect to the payment and performance of all of the Lead Borrower Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of all of the Co-Borrowers without preferences or distinction among them. If and to the extent that any of the Co-Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event each other Borrower shall be jointly and severally liable for the will make such payment with respect to, or perform, such Obligations. Each of Co-Borrower further agrees that the Lead Borrower’s and the Borrower will be such Co-Borrower’s obligations arising as a result of the joint agent for administrative, mechanical, and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” notice provisions in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Lenders and the Administrative Agent hereby agree that each Co-Borrower collectively, will have the same rights under the Loan Documents as if it is the context may require; provided that (i) any reference in this Agreement Borrower and in for any other Loan Document to purposes under the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes provisions of this Agreement, including the affirmative and negative covenants, each such Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders will be treated as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowera Restricted Subsidiary that is a Subsidiary Guarantor.

Co-Borrowers. (a) Each All Obligations of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders Borrowers under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-Borrower to accept Credit Documents shall be joint and several liability for the obligations Obligations of each otherBorrower. Anything contained in this Agreement and the other Credit Documents to the contrary notwithstanding, the Obligations of each Borrower hereunder, solely to the extent that such Borrower did not receive proceeds of Loans from any borrowing hereunder, shall be limited to a maximum aggregate amount equal to the largest amount that would not render its Obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provision of any Debtor Relief Law, in each case after giving effect to all other liabilities of such Borrower, contingent or otherwise, that are relevant under such Debtor Relief Law (specifically excluding, however, any liabilities of such Borrower in respect of intercompany Indebtedness to any other Credit Party or Affiliates of any other Credit Party to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Credit Party hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of any Debtor Relief Law) of any rights to subrogation or contribution of such Borrower pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Borrower and other Affiliates of any Credit Party of Obligations arising under guarantees by such parties. (b) Each of Until the Lead Borrower and the Co-Obligations shall have been paid in full in cash, each Borrower shall be jointly and severally liable for withhold exercise of any right of subrogation, contribution or any other right to enforce any remedy which it now has or may hereafter have against the other Borrower or any other Guarantor of the Obligations. Each Borrower further agrees that, to the extent the waiver of the Lead Borrower’s its rights of subrogation, contribution and the Co-Borrower’s obligations arising remedies as set forth herein is found by a result court of the joint and several liability of competent jurisdiction to be void or voidable for any reason, any such rights such Borrower hereundermay have against the other Borrower, with respect to Term Loans made to the Lead Borrower hereunderany collateral or security or any such other Guarantor, shall be separate junior and distinct obligationssubordinate to any rights Collateral Agent may have against the other Borrower, but all any such obligations shall be primary obligations of each of the Lead Borrower collateral or security, and the Co-Borrowerany such other Guarantor. (c) Upon AVG CSBV hereby appoints Administrative Borrower, as its agent, attorney-in-fact and representative for the occurrence purpose of (i) making any borrowing requests or other requests required under this Agreement, (ii) the giving and during receipt of notices by and to Borrowers under this Agreement, (iii) the continuation delivery of all documents, reports, financial statements and written materials required to be delivered by Borrowers under this Agreement and (iv) all other purposes incidental to any of the foregoing. AVG CSBV agrees that any action taken by Administrative Borrower as the agent, attorney-in-fact and representative of AVG CSBV shall be binding upon AVG CSBV to the same extent as if directly taken by AVG CSBV. The Agents and Lenders acknowledge such appointments. (d) Each Borrower hereby waives, for the benefit of the Secured Parties: (i) any right to require any Secured Party, as a condition of payment or performance by such Borrower, to (A) proceed against any other Borrower, any guarantor (including any other Guarantor) of the Obligations or any other person, (B) proceed against or exhaust any security held from any other Borrower, any Guarantor or any other person, (C) proceed against or have resort to any balance of any Event Deposit Account or credit on the books of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against Secured Party in favor of any other Borrower or any other Personperson, or against (D) pursue any security or collateral for other remedy in the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment power of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may requireSecured Party whatsoever; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in defense arising by reason of the incapacity, lack of authority or any disability or other defense of any other Loan Document to the fiscal year Borrower or any fiscal quarter Guarantor including any defense based on or arising out of the Borrower shall be deemed to refer to the fiscal year lack of validity or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions enforceability of this Agreement or any other Loan Document as being made Credit Document, any of the Obligations or furnished on behalf ofany other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Administrative Agent or any Secured Party; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) notices, demands, presentment, protest, demand for payment, protest for nonpayment and notice of default or nonpayment to or upon either Borrower or any of the Guarantors with respect to the Obligations; and (v) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowerterms hereof.

Co-Borrowers. (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent Agent, the Lenders and the Lenders Letter of Credit Issuers under this Agreement and the other Loan Credit Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-each Borrower to accept joint and several liability for the obligations of each otherBorrower. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations, regardless of which Borrower actually receives the Loans hereunder or the amount of the Obligations received or the manner in which the Administrative Agent or any Lender accounts for the Obligations on its books and records. Each of the Lead Borrower’s obligations with respect to Loans made to it, and the Co-each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans made to and other Obligations owing by the Lead Borrower Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to, Letters of Credit issued on behalf of, and other Obligations owing by the Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (A) the validity or enforceability, avoidance or subordination of the obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the obligations of any other Borrower, (B) the absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (C) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (D) the failure by the Administrative Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its Administrative Agent’s or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code of the United States, (F) any borrowing or grant of a security interest by any other Borrower, as Debtor In Possession under Section 364 of the Bankruptcy Code of the United States, (G) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claim(s) for the repayment of the obligations of any other Borrower under Section 502 of the Bankruptcy Code of the United States, or (H) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. With respect to each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement and the other Credit Documents shall have been terminated, any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Administrative Agent or any Lender. (d) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-any Borrower to collect and recover the full amount, or any portion of, of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-any Borrower or against or in payment of any or all of the Obligations. (de) Each representation Borrower hereby irrevocably appoints the Administrative Borrower as the borrowing agent and warranty made on behalf attorney-in-fact for the Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by all of the Co-Borrowers that such appointment has been revoked and that another Borrower by has been appointed in the Lead place of the Administrative Borrower. Each Borrower shall be deemed hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide to the Administrative Agent and receive from the Administrative Agent all notices with respect to Loans obtained for all purposes to have been made by the Co-benefit of any Borrower and shall be binding upon all other notices and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in instructions under this Agreement and in any the other Loan Document means the Lead Borrower, individually, or the Lead Borrower Credit Documents and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Collateral of the Borrowers in this Agreement a combined fashion, as more fully set forth herein and in any other Loan Document the Security Documents, is done solely as an accommodation to the fiscal year or any fiscal quarter Borrowers in order to utilize the collective borrowing powers of the Borrower Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall be deemed to refer incur liability to the fiscal year or the applicable fiscal quarter Borrowers as a result hereof. Each of the Lead Borrower and (iii) unless Borrowers expects to derive benefit, directly or indirectly, from the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements handling of the Collateral in a combined fashion since the successful operation of each Borrower shall be deemed to refer to financial statements is dependent on the continued successful performance of the Lead Borrowerintegrated group. (f) For In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Borrower hereunder would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability hereunder, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Borrower, any Credit Party or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (g) After the Closing Date, the Administrative Borrower may, at any time and from time to time, designate any Subsidiary that is a Domestic Subsidiary as a Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Administrative Borrower, together with any documentation and other information with respect to such additional Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act requested by the Administrative Agent (and to the extent not theretofore delivered on the Closing Date or otherwise), and upon such delivery and satisfaction, such Subsidiary shall for all purposes of this Agreement, Agreement and the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may other Credit Documents be required or permitted by this Agreement for the benefit of the Lead a Borrower and the Co-Borrower and a party to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this As soon as practicable upon receipt of a Borrower Joinder Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled furnish a copy thereof to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowereach Lender.

Co-Borrowers. Notwithstanding anything herein to the contrary, the Borrower, upon 15 Business Days prior written notice to the Administrative Agent (aor such shorter period as reasonably agreed by the Administrative Agent), may cause any Loan Party on or after the Closing Date by written election to the Administrative Agent to become a borrower (each such Loan Party, a “Co‑Borrower”, and, together with the Borrower, the “Co-Borrowers”) Each under each of the Lead Facilities hereunder on a joint and several basis (such date, the “Co-Borrower Effective Date”); provided that such Loan Party shall: (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent assuming all obligations of a Co-Borrower hereunder, (ii) at least three Business Days prior to such Co-Borrower Effective Date, provide to the Administrative Agent and the Lenders all documentation and other information required by United States regulatory authorities under applicable “know your customer” and anti-money laundering Laws, including without limitation Title III of the USA Patriot Act, that shall be reasonably requested by the Administrative Agent in writing at least 10 Business Days prior to the consummation of such joinder, (iii) provide to the Administrative Agent and the Lenders, if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, (iv) be a domestic Subsidiary Guarantor wholly owned by the Borrower and (v) not cause any Lender to be in violation of Law as a result of becoming a Co-Borrower. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Loan Document as may be necessary or appropriate in order to establish any additional Borrower pursuant to this Section 1.10 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers, in each case as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith. Upon the later of execution and delivery of a joinder to this Agreement by a Co-Borrower and the countersignature of the Administrative Agent thereto, each Co-Borrower accepts agrees that it is jointly and severally liable for the obligations of each other Co-Borrower hereunder with respect to any Class of Loans on an individual tranche basis, including with respect to the payment of principal of and interest on all Loans on an individual tranche basis and the payment of fees and indemnities and reimbursement of costs and expenses. Each Co-Borrower is accepting joint and several liability hereunder in consideration of the financial accommodation provided or accommodations to be provided by the Administrative Agent, the Collateral Agent and the Lenders under this Agreement and the other Loan DocumentsAgreement, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower Co‑Borrowers and in consideration of the undertakings of the Lead Borrower and each of the Co-Borrower Borrowers to accept joint and several liability for the obligations of each other. (b) of them. Each Co-Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with each other Co‑Borrower, with respect to the payment and performance of all of the Lead Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of all of the Co‑Borrowers without preferences or distinction among them. If and to the extent that any of the Co‑Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event each other Borrower and the will make such payment with respect to, or perform, such Obligations. Each Co-Borrower shall further agrees that the Borrower will be jointly and severally liable for the Obligations. Each of the Lead Borrower’s and the such Co-Borrower’s obligations arising as a result of the joint agent for administrative, mechanical, and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” notice provisions in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Lenders and the Administrative Agent hereby agree that each Co-Borrower collectively, will have the same rights under the Loan Documents as if it is the context may require; provided that (i) any reference in this Agreement Borrower and in for any other Loan Document to purposes under the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes provisions of this Agreement, including the affirmative and negative covenants, each such Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders will be treated as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowera Restricted Subsidiary that is a Subsidiary Guarantor.

Co-Borrowers. Notwithstanding anything herein to the contrary, after the Closing Date, the Borrower, upon 15 Business Days prior written notice to the Administrative Agent (a) Each or such shorter period as reasonably agreed by the Administrative Agent), may cause any additional Subsidiary Guarantor by written election to the Administrative Agent to become a co- borrower under each of the Lead Facilities hereunder on a joint and several basis (each such Subsidiary Guarantor identified by the Borrower as such a co-borrower, a “Co-Borrower”, and, together with the Borrower, the “Co-Borrowers”, and the date of effectiveness of any such designation of any Subsidiary Guarantor as a Co- Borrower, the “Co-Borrower accepts Effective Date”); provided that such Loan Party shall (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent assuming all obligations of a Co-Borrower hereunder, which the Administrative Agent shall have acknowledged and accepted as provided therein (a “ Co-Borrower Joinder”), (ii) at least three Business Days prior to the applicable Co-Borrower Effective Date, provide to the Administrative Agent and the Lenders all documentation and other information required by United States regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation Title III of the USA Patriot Act, that shall be reasonably requested by the Administrative Agent in writing at least 10 Business Days prior to the consummation of such joinder, (iii) provide to the Administrative Agent and the Lenders, if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification and (iv) be a wholly owned U.S. Subsidiary of the Borrower. The Lenders and Issuing Banks hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Loan Document as may be necessary or appropriate in order to establish any such additional Co- Borrower pursuant to this Section 1.10 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers, in each case as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith. Each Co-Borrower agrees that it is jointly and severally liable for the obligations of the Borrower and each other Co-Borrower hereunder with respect to any Class of Loans on an individual tranche basis, including with respect to the payment of principal of and interest on all Loans on an individual tranche basis, the payment of amounts owing in respect of Letters of Credit and the payment of fees and indemnities and reimbursement of costs and expenses. Each Co-Borrower is accepting joint and several liability hereunder in consideration of the financial accommodation provided or accommodations to be provided by the Administrative Agent, the Collateral Agent and the Lenders and Issuing Banks under this Agreement and the other Loan DocumentsAgreement, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower Borrowers and in consideration of the undertakings of the Lead Borrower and each of the Co-Borrower Borrowers to accept joint and several liability for the obligations of each other. (b) of them. Each Co-Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with each other Co-Borrower, with respect to the payment and performance of all of the Lead Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of all of the Co-Borrowers without preferences or distinction among them. If and to the extent that the Borrower or any of the Co-Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event each other Co-Borrower will make such payment with respect to, or perform, such Obligations. Each Co-Borrower further agrees that the Borrower will be such Co-Borrower’s agent for administrative, mechanical, and notice provisions in this Agreement and any other Loan Document (the Borrower in such capacity, the “Borrower Representative”) as may be further set forth in the Co-Borrower shall be jointly and severally liable for the ObligationsJoinder. Each of the Lead Borrower’s and the Co-Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference All references to the “Borrower” in this Agreement Article II, Article III, and in to the extent applicable, Article X (but not any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in provisions of this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like natureAgreement) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of include the Borrower shall be deemed to refer to in its capacity as Borrower Representative on behalf of any Co-Borrowers, as applicable. For the fiscal year or the applicable fiscal quarter avoidance of the Lead Borrower and (iii) unless the context requires otherwisedoubt, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the each Co-Borrower hereby (i) authorizes the Lead Borrower shall continue to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders be treated as may be required or permitted by this Agreement a Loan Party for the benefit of the Lead Borrower all purposes hereunder and the each Co-Borrower and to give any consents on behalf of (other than the Co-Borrower required by this Agreement and (iiBorrower) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees continue to be bound by treated as a Restricted Subsidiary and as a Subsidiary Guarantor for all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In purposes hereunder (in each case, except as provided in this Section 1.10) and under the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-BorrowerDocuments.

Co-Borrowers. (a) i. Notwithstanding anything to the contrary contained in this Agreement, the parties hereto agree that the Original Borrower shall be a co-borrower with respect to all Loans and other related Secured Obligations of the Borrower, and each reference herein to “the Borrower” with respect to any Loans of the Borrower hereunder shall be deemed to be a reference to each of the Original Borrower and the Borrower, jointly and severally. Each of the Lead Borrower and the Co-Original Borrower accepts joint shall be jointly and several liability hereunder severally liable for all such Loans and other Secured Obligations, regardless of which Borrower actually receives the benefit thereof or the manner in consideration which they account for such Loans and related Secured Obligations on their books and records; it being understood and agreed that all proceeds of any Loans will actually be made available to the Borrower at its accounts in the United States. ii. The Original Borrower hereby irrevocably appoints and authorizes the Borrower as its representative and agent on its behalf for the purposes of delivering certificates, including Compliance Certificates, delivering Borrowing Requests and other instructions with respect to the disbursement of the financial accommodation provided proceeds of the Loans, and receiving all other notices and consents hereunder or to be provided by under any of the Administrative Agent other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Lenders Original Borrower under this Agreement and the other Loan Documents, for . The Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to this Agreement or any other Loan Document from the mutual benefit, directly and indirectly, of each of Borrower as a notice or communication from the Lead Original Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each other. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the ObligationsBorrower. Each of the Lead Borrower’s warranty, covenant, agreement and the Co-Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty undertaking made on behalf of the Co-Original Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Original Borrower and shall be binding upon and enforceable against the Co-Original Borrower to the same extent as if the same had been made directly by the Co-Original Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.

Co-Borrowers. Notwithstanding anything herein to the contrary, the Borrower, upon 15 Business Days prior written notice to the Administrative Agent (aor such shorter period as reasonably agreed by the Administrative Agent), may cause any Subsidiary Guarantor on or after the Closing Date by written election to the Administrative Agent to become a co-borrower (each such Subsidiary Guarantor, a “Co-Borrower”, and, together with the Borrower, the “Co-Borrowers”) Each under each of the Lead Borrower Facilities hereunder on a joint and several basis (such date, the “Co-Borrower accepts Effective Date”); provided that such Loan Party shall (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Required Lenders assuming all obligations of a Co-Borrower hereunder, which the Administrative Agent shall have acknowledged and accepted as provided therein (a “Co-Borrower Joinder”), (ii) at least five Business Days prior to such Co-Borrower Effective Date, provide to the Administrative Agent and the Lenders all documentation and other information required by United States regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation Title III of the USA Patriot Act, that shall be reasonably requested by the Administrative Agent in writing at least 10 Business Days prior to the consummation of such joinder, (iii) provide to the Administrative Agent and the Lenders, if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification and (iv) be a wholly owned Domestic Subsidiary of the Borrower. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Loan Document as may be necessary or appropriate in order to establish any such additional Co-Borrower pursuant to this Section 1.11 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers, in each case as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith. Each Co-Borrower agrees that it is jointly and severally liable for the obligations of the Borrower and each other Co-Borrower hereunder with respect to any Class of Loans on an individual tranche basis, including with respect to the payment of principal of and interest on all Loans on an individual tranche basis and the payment of fees and indemnities and reimbursement of costs and expenses. Each Co-Borrower is accepting joint and several liability hereunder in consideration of the financial accommodation provided or accommodations to be provided by the Administrative Agent, the Collateral Agent and the Lenders under this Agreement and the other Loan DocumentsAgreement, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower Borrowers and in consideration of the undertakings of the Lead Borrower and each of the Co-Borrower Borrowers to accept joint and several liability for the obligations of each other. (b) of them. Each Co-Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with each other Co-Borrower, with respect to the payment and performance of all of the Lead Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of all of the Co-Borrowers without preferences or distinction among them. If and to the extent that the Borrower or any of the Co-Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event each other Co-Borrower will make such payment with respect to, or perform, such Obligations. Each Co-Borrower further agrees that the Borrower will be such Co-Borrower’s agent for administrative, mechanical, and notice provisions in this Agreement and any other Loan Document (the Borrower in such capacity, the “Borrower Representative”) as may be further set forth in the Co-Borrower shall be jointly and severally liable for the Obligations. Each of the Lead Borrower’s Joinder, and the Co-Borrower’s obligations arising as a result of the joint Lenders and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the hereby agree that each Co-Borrower to collect will have the same rights under the Loan Documents as if it is the Borrower and recover the full amount, or any portion of, the Obligations, without first proceeding against for any other Borrower or any other Personpurposes under the provisions of this Agreement, or against any security or collateral for including the Obligations. Each of the Lead Borrower affirmative and the negative covenants, each such Co-Borrower waiveswill be treated as a Restricted Subsidiary, to a Loan Party and a Subsidiary Guarantor for all purposes hereunder (except as provided in this Section 1.11) and under the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all other Loan Documents. As of the Obligations. (d) Each representation and warranty made Closing Date, Schedule 1.11 sets forth the list of the Loan Parties on behalf the Closing Date, including the list of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to Borrowers who have been made by the executed and delivered a Co-Borrower and shall be binding upon and enforceable against Joinder on the Co-Borrower to the same extent as if the same had been made directly by the Co-BorrowerClosing Date. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.

Co-Borrowers. (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each other. (b) Each of the Lead Borrower and the Co-Borrower shall be i. Borrowers are jointly and severally liable for all of the indebtedness, obligations, and liabilities of the Borrowers now or hereafter existing under this Note, whether for principal, interest, fees, expenses, indemnification or otherwise (the “Obligations”) and the Holder may proceed against one Borrower to enforce the Obligations without waiving its right to proceed against the other Borrower. This Note is a primary and original obligation of each Borrower and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between the Holder and any Borrower. Each Borrower shall be liable for existing and future Obligations as fully as if all of the principal amount of this Note were advanced to such Borrower. The Holder may rely on any certificate or representation made by any Borrower as made on behalf of, and binding on, all Borrowers. Each Borrower appoints each other Borrower as its agent with all necessary power and authority to give and receive notices, certificates or demands for and on behalf of all Borrowers. This authorization cannot be revoked, and the Holder need not inquire as to one Xxxxxxxx’s authority to act for or on behalf of another Borrower. ii. Notwithstanding any other provision of this Note, each Borrower irrevocably waives, until all Obligations are paid in full, all rights that it may have at law or in equity (including, without limitation, any law subrogating a Borrower to the rights of the Holder under this Note) to seek contribution, indemnification, or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations. Each of , for any payment made by a Borrower with respect to the Lead Borrower’s Obligations or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Co-Borrower’s obligations arising Obligations as a result of any payment made by a Borrower with respect to the joint Obligations or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and several void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for the Holder and such payment shall be promptly delivered to the Holder for application to the Obligations, whether matured or unmatured. iii. Each Borrower waives, to the extent permitted by law, notice of acceptance hereof; notice of the existence, creation or acquisition of any of the Obligations; notice of an Event of Default except as set forth herein; notice of the amount of the Obligations outstanding at any time; notice of any adverse change in the financial condition of any other Borrower or of any other fact that might increase a Borrower’s risk; presentment for payment; demand; protest and notice thereof as to any instrument; and all other notices and demands to which Xxxxxxxx would otherwise be entitled by virtue of being a co-borrower or a surety. Each Borrower waives any defense arising from any defense of any other Borrower, or by reason of the cessation from any cause whatsoever of the liability of any other Borrower. The Holder’s failure at any time to require strict performance by any Borrower of any provision of this Note shall not waive, alter or diminish any right of the Holder thereafter to demand strict compliance and performance therewith. Each Borrower also waives any defense arising from any act or omission of the Holder that changes the scope of such Xxxxxxxx’s risks hereunder. Each Borrower hereby waives any right to assert against the Holder any defense (legal or equitable), setoff, counterclaim, or claims that such Borrower individually may now or hereafter have against another Borrower or any other Person liable to the Holder with respect to the Obligations in any manner or whatsoever. iv. The liability of the Borrowers hereunder shall not be diminished by (i) any agreement, understanding or representation that any of the Obligations is or was to be guaranteed by another Person or secured by other property, or (ii) any release or unenforceability, whether partial or total, of rights, if any, which the Holder may now or hereafter have against any other Person, including another Borrower, or property with respect to any of the Obligations. Without notice to any given Borrower and without affecting the liability of any given Borrower hereunder, the Holder may (i) compromise, settle, renew, extend the time for payment, change the manner or terms of payment, discharge the performance of, decline to enforce, or release all or any of the Obligations with respect to Term Loans made any other Borrower by written agreement with such other Borrower, (ii) grant other indulgences to the Lead another Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations in respect of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against (iii) modify in any manner any documents relating to the Obligations with respect to any other Borrower by written agreement with such other Borrower, (iv) release, surrender or exchange any deposits or other property securing the Obligations, whether pledged by a Borrower or any other Person, or against (v) compromise, settle, renew, or extend the time for payment, discharge the performance of, decline to enforce, or release all or any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment obligations of any guarantor, endorser or all other Person who is now or may hereafter be liable with respect to any of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.

Co-Borrowers. Detroit shall continue to have the right to request Loans, Swing Line Loans and Letters of Credit through the Administrative Agent directly from the Lenders, the Swing Line Lenders and the Issuing Lender, subject to the terms and conditions set forth herein. From time to time following the Restatement Effective Date and upon such prior notice as reasonably requested by Administrative Agent, Borrower may designate one or more Guarantors which are United States domestic Persons to be additional joint and several direct Co-Borrowers hereunder by written request to the Administrative Agent accompanied by (a) Each an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor, (b) a certificate of good standing of the Lead Borrower designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution authorizing the execution and the Co-Borrower accepts joint and several liability hereunder in consideration delivery of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each other Loan DocumentsGuarantor, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and (e) appropriate written legal opinions with respect to the Co-Borrower and the Assumption Agreement and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in consideration order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under the Act and under similar regulations. The Administrative Agent shall promptly notify the Lenders of such request, together with copies of such of the undertakings of the Lead Borrower foregoing as any Lender may request and the designated Guarantor shall become a Co-Borrower hereunder. Notwithstanding the other provisions of this Section 2.9, (i) each Loan and Letter of Credit made hereunder to accept joint and several liability for the obligations of each other. (b) Each of the Lead Borrower and the Detroit or any other Co-Borrower shall be jointly used solely and severally liable for directly to finance and/or refinance the Obligations. Each development, construction or operation of the Lead Borrower’s and the hotel/casino properties owned by that Co-Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent liability of Detroit is limited to treat such requests, notices, certificates that portion of the Obligations which are actually borrowed or consents made, given or furnished received by Detroit and shall reduce from time to time in the Lead Borrower as having been made, given or furnished by manner set forth in the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-BorrowerDetroit Orders.

Co-Borrowers. (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent Agent, the Lenders and the Lenders L/C Issuers under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-each Borrower to accept joint and several liability for the obligations of each otherBorrower. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations, regardless of which Borrower actually receives the Loans hereunder or the amount of the Obligations received or the manner in which the Administrative Agent or any Lender accounts for the Obligations on its books and records. Each of the Lead Borrower’s obligations with respect to Loans made to it, and the Co-each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans or L/C Obligations made to and other Obligations owing by the Lead Borrower Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to, Letters of Credit issued on behalf of, and other Obligations owing by the Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (A) the validity or enforceability, avoidance or subordination of the obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the obligations of any other Borrower, (B) the absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (C) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (D) the failure by the Administrative Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the obligations of any other Borrower, (E) the Administrative Agent’s or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code of the United States, (F) any borrowing or grant of a security interest by any other Borrower, as Debtor In Possession under Section 364 of the Bankruptcy Code of the United States, (G) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claim(s) for the repayment of the obligations of any other Borrower under Section 502 of the Bankruptcy Code of the United States, or (H) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. With respect to each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement and the other Loan Documents shall have been terminated, any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Administrative Agent or any Lender. (d) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-any Borrower to collect and recover the full amount, or any portion of, of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-any Borrower or against or in payment of any or all of the Obligations. (de) Each representation Borrower hereby irrevocably appoints the Parent Borrower as the borrowing agent and warranty made on behalf attorney-in-fact for the Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by all of the Co-Borrowers that such appointment has been revoked and that another Borrower by has been appointed in the Lead place of the Parent Borrower. Each Borrower shall be deemed for all purposes to have been made by hereby irrevocably appoints and authorizes the Co-Parent Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates provide to the Administrative Agent or and receive from the Lenders as may be required or permitted by this Agreement Administrative Agent all notices with respect to Loans obtained for the benefit of the Lead any Borrower and the Co-Borrower all other notices and to give any consents on behalf of the Co-Borrower required by instructions under this Agreement and the other Loan Documents and (ii) authorizes to take such action as the Administrative Agent Parent Borrower deems appropriate on its behalf to treat obtain Loans and to exercise such requests, notices, certificates or consents made, given or furnished by other powers as are reasonably incidental thereto to carry out the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless It is understood that the handling of the Collateral of the Borrowers in a combined fashion, as more fully set forth herein and in the Collateral Documents, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group (f) In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Borrower hereunder would otherwise agreed be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability hereunder, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Borrower, any Loan Party or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (g) After the Closing Date, the Parent Borrower may, at any time and from time to time, designate any Subsidiary that is a Domestic Subsidiary as a Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Parent Borrower, together with any documentation and other information with respect to such additional Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act requested by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly (and to the Administrative Agent extent not theretofore delivered on the Closing Date or the Lenders otherwise), and upon such delivery and satisfaction, such Subsidiary shall for all purposes of this Agreement and the other Loan Documents be a Borrower and a party to this Agreement. The Co-As soon as practicable upon receipt of a Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each caseJoinder Agreement, the Administrative Agent and the Lenders shall be entitled furnish a copy thereof to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowereach Lender.

Co-Borrowers. (a) Each Borrower agrees that it is jointly and severally liable for the payment of all Loans for which it is designated as a Borrower or co-Borrower hereunder, and that such liability is independent of the Lead obligations of any other Borrower. The Administrative Agent may bring an action with respect to any such Loan against any Borrower designated as a Borrower or co-Borrower with respect to such Loan, whether or not an action is brought against any other Borrower. (b) The Borrowers agree that any request for any advance under any credit facility contemplated herein may be made by any one Borrower under such credit facility without the joinder or consent of any other Borrower, and each of the Borrowers shall be bound by, and conclusively presumed to have approved, any such request made by any Borrower. Each Borrower irrevocably designates each of the other Borrowers as its attorney in fact to request advances hereunder. Each Borrower agrees that the Administrative Agent may, at its option, disburse any advance under any Loan to any one Borrower designated as a Borrower or co-Borrower with respect to such Loan, and each such advance shall be deemed an advance hereunder to and for the benefit of all Borrowers designated as a Borrower or co-Borrower with respect to such Loan. (c) Each Borrower agrees that any release that may be given by the Administrative Agent or any Lender to any other Borrower or any Guarantor will not release such Borrower from its obligations under this Agreement. (d) Each Borrower waives any right to assert against the Administrative Agent or any Lender any defense, setoff, counterclaim, or claims that such Borrower may have against any other Borrower or any other party liable to the Administrative Agent or any Lender for the obligations of the Borrowers under this Agreement. (e) Each Borrower waives any defense by reason of any other Borrower’s or any other Person’s defense, disability, or release from liability. The Administrative Agent can exercise its rights against each Borrower even if any other Borrower or any other Person no longer is liable because of a statute of limitations or for other reasons. (f) Each Borrower agrees that it is solely responsible for keeping itself informed as to the financial condition of the other Borrowers and of all circumstances that bear upon the risk of nonpayment. Each Borrower waives any right it may have to require the Administrative Agent or any Lender to disclose to such Borrower any information that the Administrative Agent or any Lender may now or hereafter acquire concerning the financial condition of the other Loan Party. (g) Each Borrower waives all rights to notices of default or nonperformance by any other Borrower under this Agreement. Each Borrower further waives all rights to notices of the existence or the creation of new indebtedness by any other Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration all rights to any other notices to any party liable on any of the financial accommodation provided or credit extended under this Agreement. Any notice given to any Borrower under any Loan Document shall be provided by deemed properly given to all Borrowers. (h) The Borrowers represent and warrant to the Administrative Agent and each Lender that each will derive benefit, directly and indirectly, from the collective administration and availability of credit under this Agreement. The Borrowers agree that the Administrative Agent and the Lenders will not be required to inquire as to the disposition by any Borrower of funds disbursed in accordance with the terms of this Agreement. (i) Until all obligations of the Borrowers under this Agreement have been paid in full and the other Loan Documents, for the mutual benefit, directly and indirectly, of each any commitments of the Lead Lenders or facilities provided by the Lenders under this Agreement have been terminated, each Borrower: (i) waives any right of subrogation, reimbursement, indemnification and contribution (contractual, statutory or otherwise), including any claim or right of subrogation under the Bankruptcy Code (Title 11, United States Code) or any successor statute, that such Borrower may now or hereafter have against any other Borrower with respect to the Indebtedness incurred under this Agreement; and (ii) waives any right to enforce any remedy that the Co-Borrower Administrative Agent or any Lender now has or may hereafter have against any other Borrower, and in consideration of waives any benefit of, and any right to participate in, any security now or hereafter held by the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each otherAdministrative Agent or any Lender. (bj) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations. Each of the Lead Borrower’s and the Co-Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect waives any right to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, require the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding Lender to proceed against any other Borrower or any other Person; proceed against or exhaust any security; or pursue any other remedy. Further, each Borrower consents to the taking of, or against failure to take, any security action that might in any manner or collateral for to any extent vary the Obligations. Each risks of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be Borrowers under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document that, but for this provision, might operate as being made or furnished on behalf of, and with a discharge of the effect of irrevocably binding, the Lead Borrower and the Co-BorrowerBorrowers.

Co-Borrowers. (a) Each of the Lead Borrower agrees that it is jointly and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or severally liable to be provided by the Administrative Agent and Lenders for the payment or performance of all Obligations, and that such liability is independent of the obligations of the other Borrowers and shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law. Administrative Agent and Lenders may bring an action against any Borrower, whether an action is brought against the other Borrowers. (b) Each Borrower agrees that any release which may be given by Administrative Agent or any Lender to any other Borrower will not release such Borrower from its obligations under this Agreement or any of the other Loan Documents. (c) Each Borrower waives any right to assert against Administrative Agent or any Lender any defense, setoff, counterclaim or claim that such Borrower may have against any other Borrower or any other party liable to Administrative Agent or any Lender for the obligations of the Borrowers under this Agreement or any of the other Loan Documents. (d) Each Borrower agrees that it is solely responsible for keeping itself informed as to the financial condition of the other Borrowers and of all circumstances which bear upon the risk of nonpayment. Each Borrower waives any right it may have to require Administrative Agent or any Lender to disclose to such Borrower any information that Administrative Agent or any Lender may now or hereafter acquire concerning the financial condition of the other Borrowers. (e) Each Borrower waives all rights to notices of default or nonperformance by any other Borrower under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each . Each Borrower further waives all rights to notices of the Lead Borrower and existence or the Co-Borrower and in consideration creation of the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each othernew indebtedness by any other Borrower. (bf) Each Regardless of whether Administrative Agent or any Lender may have recovered any amounts owing under any of the Lead Loan Documents against a Borrower, each hereby waives, to the extent permitted by applicable law: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement or contribution from any other Borrower or any other party for any recovery by Administrative Agent against such Borrower, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise (collectively, “Reimbursement Rights”), (ii) all rights to enforce any remedy that Administrative Agent or any Lender may have against any other Borrower, and the Co-Borrower shall (iii) all rights to participate in any security now or later to be jointly and severally liable held by Administrative Agent for the Obligations. Each of To the Lead extent a Borrower’s and the Co-Borrower’s obligations arising as waiver of Reimbursement Rights is found by a result court of the joint and several liability of competent jurisdiction to be void or voidable for any reason, any Reimbursement Rights such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding have against any other Borrower or any other Person, collateral or security shall be junior and subordinate to any rights Administrative Agent may have against any security or collateral for the Obligations. Each of the Lead such Borrower and to all right, title and interest Administrative Agent may have in any such collateral or security. If any amount should be paid to a Borrower on account of any Reimbursement Rights at any time when any the Co-Borrower waivesObligations have not been paid in full, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the such amount shall be held in trust for Administrative Agent and the Lenders shall immediately be under no obligation paid over to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requestsbe credited and applied against the Obligations, noticeswhether matured or unmatured, certificates or consents made, given or furnished by in accordance with the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes terms of this Agreement. The Co-covenants and waivers of each Borrower agrees to set forth in this Section 9.32(f) shall be bound by effective until all such requests, notices, certificates of the Obligations have been paid and consents performed in full and other such actions by are made solely for the Lead Borrower. In each case, the benefit of Administrative Agent and Lenders. (g) Each Borrower waives any rights and defenses described in Section 2856(a) of the Lenders shall California Civil Code that are or may become available to such Borrower, including, without limitation, any rights and defenses by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. (h) Each Borrower waives all rights and defenses that such Borrower may have because any of the Obligations may be entitled to rely upon all secured by real property other than the Property of such requestsBorrower. This means, notices, certificates and consents made, given among other things: (i) Administrative Agent or furnished any Lender may collect from such Borrower (including enforcing against such Borrower the Security Instrument delivered by such Borrower) without first foreclosing on any real or personal property collateral pledged by any other Borrower; (ii) If Administrative Agent forecloses on any real property collateral pledged by any Borrower: (A) The amount of the Obligations may be reduced only by the Lead price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Administrative Agent or any Lender may collect from such Borrower pursuant (including enforcing against such Borrower the Security Instrument delivered by such Borrower) even if Administrative Agent or any Lender, by foreclosing on the real property collateral pledged by any other Borrower, has destroyed any right a Borrower may have to collect from another Borrower. This Section 9.32(h) is an unconditional and irrevocable waiver of any rights and defenses each Borrower may have because any of the provisions Obligations may be secured by real property other than the Property hereby encumbered. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (i) Without limiting the generality of the foregoing Section 9.32(h), each Borrower understands and acknowledges that if Administrative Agent or any Lender forecloses judicially or nonjudicially against any real property securing any of the Obligations other than the Property of such Borrower, that foreclosure could impair or destroy any ability that such Borrower may have to seek reimbursement, contribution or indemnification from any other Borrower or others based on any Reimbursement Right such Borrower may have for any recovery by Administrative Agent under the Security Instrument encumbering the Property of such Borrower. Each Borrower further understands and acknowledges that in the absence of this Agreement Section 9.32, such potential impairment or any other destruction of such Borrower’s rights, if any, may entitle such Borrower to assert a defense to such Borrower’s obligations under the Loan Document Documents to which such Borrower is a party based on Section 580d of the California Code of Civil Procedure as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.interpreted in Union Bank x.

Co-Borrowers. (a) Each of Borrower hereby accepts, but only to the Lead Borrower and the Coextent not prohibited by applicable insolvency laws, not merely as a surety but also as a co-Borrower accepts debtor, joint and several liability hereunder in consideration with the other Borrowers with respect to the payment and performance of all of the financial accommodation provided Obligations, it being the intention of the parties hereto that all the Obligations shall be joint and several obligations of each Borrower without preferences or distinctions among them. 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 be provided 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. Each Borrower hereby agrees that it will not, without Required Lenders’ prior, written consent, enforce any of its rights of contribution or subrogation against the other Borrowers with respect to any liability incurred by the Administrative Agent and the Lenders it hereunder or under this Agreement and any of the other Loan Documents, any payments made by it to Lenders with respect to any of the Obligations, or any collateral security therefor, until such time as all of the Obligations have been paid in full in cash. Lenders may from time to time, without exonerating or releasing any Borrower in any way under this Agreement, (a) take such further or other security or securities for the mutual benefitObligations or any part thereof as it may deem proper, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each other. or (b) Each release, discharge, abandon, or otherwise deal with or fail to deal with any Borrower or guarantor of the Lead Borrower and Obligations or any collateral, security, or securities therefor or any part thereof now or hereafter held by the Co-Borrower shall be jointly and severally liable for the Obligations. Each of the Lead Borrower’s and the Co-Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. Lenders or (c) Upon the occurrence and during the continuation of any Event of Defaultamend, the Administrative Agent and the Lenders may proceed directly and at oncemodify, without noticeextend, against either the Lead Borrower or the Co-Borrower to collect and recover the full amountaccelerate, or waive in any portion ofmanner any of the provisions, the Obligations, without first proceeding against any other Borrower or any other Personterms, or against any security conditions of the Loan Documents, all as it may consider expedient or collateral for the Obligationsappropriate at its sole discretion. Each Borrower agrees that until each and every one of the Lead Borrower covenants and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all agreements of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf ofDocuments is fully performed, and with the effect without possibility of irrevocably bindingrecourse, the Lead Borrower and the Co-Borrower.whether by

Co-Borrowers. (a) Each After the Closing Date, the Parent Borrower may, at any time and from time to time, designate any Subsidiary that is a Domestic Subsidiary as a Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Lead Parent Borrower, together with any documentation and other information with respect to such additional Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act requested by the Administrative Agent (and to the extent not theretofore delivered on the Closing Date or otherwise), and upon such delivery and satisfaction, such Subsidiary shall for all purposes of this Agreement and the other Loan Documents be a Borrower and a party to this Agreement. As soon as practicable upon receipt of a Borrower Joinder Agreement, the Co-Administrative Agent shall furnish a copy thereof to each Lender. (b) Each Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent Agent, the Lenders and the Lenders L/C Issuers under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-each Borrower to accept joint and several liability for the obligations of each otherBorrower. (bc) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations, regardless of which Borrower actually receives the Loans hereunder or the amount of the Obligations received or the manner in which the Administrative Agent or any Lender accounts for the Obligations on its books and records. Each of the Lead Borrower’s obligations with respect to Loans made to it, and the Co-each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans or L/C Obligations made to and other Obligations owing by the Lead Borrower Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (cd) Each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to, Letters of Credit issued on behalf of, and other Obligations owing by the Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (A) the validity or enforceability, avoidance or subordination of the obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the obligations of any other Borrower, (B) the absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (C) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (D) the failure by the Administrative Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the obligations of any other Borrower, (E) the Administrative Agent’s or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code of the United States, (F) any borrowing or grant of a security interest by any other Borrower, as Debtor In Possession under Section 364 of the Bankruptcy Code of the United States, (G) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claim(s) for the repayment of the obligations of any other Borrower under Section 502 of the Bankruptcy Code of the United States, or (H) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. With respect to each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement and the other Loan Documents shall have been terminated, any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Administrative Agent or any Lender. (e) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-any Borrower to collect and recover the full amount, or any portion of, of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-any Borrower or against or in payment of any or all of the Obligations. (d) . Each representation Borrower hereby irrevocably appoints the Parent Borrower as the borrowing agent and warranty made on behalf attorney-in-fact for the Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by all of the Co-Borrowers that such appointment has been revoked and that another Borrower by has been appointed in the Lead place of the Parent Borrower. Each Borrower shall be deemed hereby irrevocably appoints and authorizes the Parent Borrower (i) to provide to the Administrative Agent and receive from the Administrative Agent all notices with respect to Loans obtained for all purposes to have been made by the Co-benefit of any Borrower and shall be binding upon all other notices and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in instructions under this Agreement and in any the other Loan Document means the Lead Borrower, individually, or the Lead Borrower Documents and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference to take such action as the Parent Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Collateral of the Borrowers in this Agreement a combined fashion, as more fully set forth herein and in any other Loan Document the Collateral Documents, is done solely as an accommodation to the fiscal year or any fiscal quarter Borrowers in order to utilize the collective borrowing powers of the Borrower Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall be deemed to refer incur liability to the fiscal year or the applicable fiscal quarter Borrowers as a result hereof. Each of the Lead Borrower and (iii) unless Borrowers expects to derive benefit, directly or indirectly from the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements handling of the Collateral in a combined fashion since the successful operation of each Borrower shall be deemed to refer to financial statements is dependent on the continued successful performance of the Lead Borrowerintegrated group. (f) For all purposes In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of this Agreementcreditors generally, if the obligations of any Borrower hereunder would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability hereunder, then, notwithstanding any other provision to the contrary, the Co-Borrower hereby (i) authorizes the Lead Borrower to make amount of such requestsliability shall, give without any further action by such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give Borrower, any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement Loan Party or any other Loan Document Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as being made determined in such action or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowerproceeding.

Co-Borrowers. Detroit is hereby designated as a direct Co-Borrower under this Agreement, with the right to request Loans, Swing Line Loans and Letters of Credit through the Administrative Agent directly from the Lenders, the Swing Line Lenders and the Issuing Lenders, subject to the terms and conditions set forth herein. From time to time following the Closing Date and upon such prior notice as reasonably requested by Administrative Agent, Borrower may designate one or more Guarantors which are United States domestic Persons to be additional joint and several direct Co-Borrowers hereunder by written request to the Administrative Agent accompanied by (a) Each an executed Assumption Agreement and appropriate Notes executed by the designated Guarantor, (b) a certificate of good standing of the Lead Borrower designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution authorizing the execution and the Co-Borrower accepts joint and several liability hereunder in consideration delivery of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each other Loan DocumentsGuarantor, for (e) appropriate written legal opinions similar to the mutual benefit, directly and indirectly, of each of the Lead Borrower and Opinions with respect to the Co-Borrower and the Assumption Agreement and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in consideration order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary "know your customer" or other similar checks under the Act and under similar regulations. The Administrative Agent shall promptly notify the Lenders of such request, together with copies of such of the undertakings of the Lead Borrower foregoing as any Lender may request and the designated Guarantor shall become a Co-Borrower hereunder. Notwithstanding the other provisions of this Section 2.7, (a) each Loan and Letter of Credit made hereunder to accept joint and several liability for the obligations of each other. (b) Each of the Lead Borrower and the Detroit or any other Co-Borrower shall be jointly used solely and severally liable for directly to finance and/or refinance the Obligations. Each development, construction or operation of the Lead Borrower’s and the hotel/casino properties owned by that Co-Borrower’s obligations arising as a result , and (b) the liability of Detroit is limited to that portion of the joint and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-BorrowerObligations which are actually borrowed or received by Detroit. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.

Co-Borrowers. (a) Each of the Lead Borrower and the theeach Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the theeach Co-Borrower and in consideration of the undertakings of the Lead Borrower and the theeach Co-Borrower to accept joint and several liability for the obligations of each other. (b) Each of the Lead Borrower and the theeach Co-Borrower shall be jointly and severally liable for the Obligations; it being understood and agreed that all proceeds of any Initial2024 Term Loans will actually be made available to the Lead Borrower. Each of the Lead Borrower’s and the theeach Co-Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the theeach Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the theany Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the theeach Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the theany Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the theany Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the thesuch Co-Borrower and shall be binding upon and enforceable against the thesuch Co-Borrower to the same extent as if the same had been made directly by the thesuch Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower BorrowerCo-Borrowers collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” or the “Borrower and its Restricted Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” or the “Lead Borrower and its Restricted Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the theeach Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the thesuch Co-Borrower and to give any consents on behalf of the thesuch Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the thesuch Co-Borrower (and the other Co-Borrowers) for purposes of #98202018v27 this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The TheEach Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the theeach Co-Borrower.

Co-Borrowers. (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each other. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations; it being understood and agreed that all proceeds of any Initial Term Loans will actually be made available to the Lead Borrower. Each of the Lead Borrower’s and the Co-Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” or the “Borrower and its Restricted Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” or the “Lead Borrower and its Restricted Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other #95787455v10 Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.

Co-Borrowers. (a) Each Goodyear shall have the right to elect, for any reason, including a change in the tax laws of any relevant jurisdiction, to designate a portion of the Lead Loans as Co-Borrower Loans of either Co-Borrower. In addition to the initial designation under this paragraph (a) with respect to each Co-Borrower, Goodyear will have the ability on up to three additional occasions during the term of this Agreement to designate additional Loans as Co-Borrower Loans of a Co-Borrower or to designate Co-Borrower Loans of a Co-Borrower as no longer being Co-Borrower Loans or as being Co-Borrower Loans of the other Co-Borrower. Each such designation shall be effected by a written notice to the Administrative Agent by Goodyear and the applicable Co-Borrower (1) which shall specify (A) the aggregate amount of the Loans so designated and (B) the Borrowing or Borrowings (or portions thereof) constituting such Co-Borrower Loans, and (2) pursuant to which such Co-Borrower shall become liable for all of the obligations of Goodyear in respect of such specified Co-Borrower Loans and to be bound by the terms of this Agreement in respect of such Co-Borrower Loans, including all obligations to repay principal, to pay interest and to pay all other amounts from time to time due in respect of such Co-Borrower Loans, provided that Goodyear shall remain liable, on a joint and several basis with the Co-Borrower, for all obligations of the Co-Borrower accepts joint and several liability hereunder in consideration respect of such Co-Borrower Loans. The aggregate amount of Co-Borrower Loans at any time outstanding shall not exceed $800,000,000. If any designation under this paragraph (a) results in the financial accommodation provided or aggregate amount of Co-Borrower Loans outstanding exceeding $800,000,000 such designation shall be considered to be provided by in error and shall be void to the Administrative Agent extent of such excess. Such excess amount shall not constitute a Co-Borrower Loan or be part of or comprise Co-Borrower Loans and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, principal amount of each of the Lead Borrower and the Co-Borrower and in consideration of Loan to which such designation relates shall be restored to the undertakings of the Lead Borrower amount permitted hereunder, and the amount to which the designation relates shall be reduced to the extent necessary such that the aggregate amount of Co-Borrower Loans outstanding shall equal, and as intended not exceed, $800,000,000 (and such excess shall be a Borrowing pursuant to accept joint and several liability for which Goodyear is the obligations sole Borrower hereunder). No designation under this paragraph (a) may be given pursuant to which Goodyear Canada becomes a co-obligor with respect to any Co-Borrower Loans unless Goodyear has delivered a Canadian Tax Opinion to the Administrative Agent at the time of each othersuch designation. (b) Each of the Lead Borrower and the Co-Borrower Goodyear shall be jointly and severally liable for the Obligations. Each of the Lead Borrower’s and the Co-Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with in respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower Loan to the same extent as if it were the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” sole borrower in this Agreement and respect of such Loan. Goodyear's obligations in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf respect of the Co-Borrower required by this Agreement Loans shall continue in full force and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished effect and shall not be affected for any reason whatsoever by the Lead Incurrence of any Co-Borrower as having been madeLoan by either Co-Borrower, given including by any defect in the power or furnished authority of a Co-Borrower to Incur a Co- Borrower Loan, by the Lead any failure of a Co-Borrower and the to have obtained any consent or other approval required for it to Incur a Co-Borrower Loan, by any default or breach by a Co-Borrower of or under any agreement or any law or regulation or any provision of any organizational document, or by any failure of a Co-Borrower Loan to be enforceable against a Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. any reason whatsoever. (c) The Co-Borrower agrees Loans of each Co-Borrower shall consist of separate Borrowings identified by Goodyear as Borrowings comprised of such Co-Borrower Loans and such Loans shall not be included in any Borrowing comprised of Co-Borrower Loans of the other Co-Borrower or in any Borrowing that is not comprised of Co-Borrower Loans. Each Interest Election Request delivered when any Co-Borrower Loans are outstanding shall specify whether the Borrowing or Borrowings referred to be bound by all such requeststherein are comprised of Co-Borrower Loans of a Co-Borrower and, notices, certificates and consents and other such actions by the Lead Borrower. In each caseif so, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the applicable Co-Borrower.

Co-Borrowers. Notwithstanding anything herein to the contrary, after the Closing Date, the Borrower, upon 15 Business Days prior written notice to the Administrative Agent (a) Each or such shorter period as reasonably agreed by the Administrative Agent), may cause any additional Subsidiary Guarantor by written election to the Administrative Agent to become a co-borrower under each of the Lead Facilities hereunder on a joint and several basis (each such Subsidiary Guarantor identified by the Borrower as such a co-borrower, a “Co-Borrower”, and, together with the Borrower, the “Co-Borrowers”, and the date of effectiveness of any such designation of any Subsidiary Guarantor as a Co-Borrower, the “Co-Borrower accepts Effective Date”); provided that such Loan Party shall (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent assuming all obligations of a Co-Borrower hereunder, which the Administrative Agent shall have acknowledged and accepted as provided therein (a “Co-Borrower Joinder”), (ii) at least three Business Days prior to the applicable Co-Borrower Effective Date, provide to the Administrative Agent and the Lenders all documentation and other information required by United States regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation Title III of the USA Patriot Act, that shall be reasonably requested by the Administrative Agent in writing at least 10 Business Days prior to the consummation of such joinder, (iii) provide to the Administrative Agent and the Lenders, if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification and (iv) be a wholly owned U.S. Subsidiary of the Borrower. The Lenders and Issuing Banks hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Loan Document as may be necessary or appropriate in order to establish any such additional Co-Borrower pursuant to this Section 1.10 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers, in each case as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith. Each Co-Borrower agrees that it is jointly and severally liable for the obligations of the Borrower and each other Co-Borrower hereunder with respect to any Class of Loans on an individual tranche basis, including with respect to the payment of principal of and interest on all Loans on an individual tranche basis, the payment of amounts owing in respect of Letters of Credit and the payment of fees and indemnities and reimbursement of costs and expenses. Each Co-Borrower is accepting joint and several liability hereunder in consideration of the financial accommodation provided or accommodations to be provided by the Administrative Agent, the Collateral Agent and the Lenders and Issuing Banks under this Agreement and the other Loan DocumentsAgreement, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower Borrowers and in consideration of the undertakings of the Lead Borrower and each of the Co-Borrower Borrowers to accept joint and several liability for the obligations of each other. (b) of them. Each Co-Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with each other Co-Borrower, with respect to the payment and performance of all of the Lead Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of all of the Co-Borrowers without preferences or distinction among them. If and to the extent that the Borrower or any of the Co-Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event each other Co-Borrower will make such payment with respect to, or perform, such Obligations. Each Co-Borrower further agrees that the Borrower will be such Co-Borrower’s agent for administrative, mechanical, and notice provisions in this Agreement and any other Loan Document (the Borrower in such capacity, the “Borrower Representative”) as may be further set forth in the Co-Borrower shall be jointly and severally liable for the ObligationsJoinder. Each of the Lead Borrower’s and the Co-Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference All references to the “Borrower” in this Agreement Article II, Article III, and in to the extent applicable, Article X (but not any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in provisions of this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like natureAgreement) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of include the Borrower shall be deemed to refer to in its capacity as Borrower Representative on behalf of any Co-Borrowers, as applicable. For the fiscal year or the applicable fiscal quarter avoidance of the Lead Borrower and (iii) unless the context requires otherwisedoubt, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the each Co-Borrower hereby (i) authorizes the Lead Borrower shall continue to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders be treated as may be required or permitted by this Agreement a Loan Party for the benefit of the Lead Borrower all purposes hereunder and the each Co-Borrower and to give any consents on behalf of (other than the Co-Borrower required by this Agreement and (iiBorrower) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees continue to be bound by treated as a Restricted Subsidiary and as a Subsidiary Guarantor for all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In purposes hereunder (in each case, except as provided in this Section 1.10) and under the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-BorrowerDocuments.

Co-Borrowers. (a) Each Notwithstanding anything herein to the contrary, the Borrower, upon 15 Business Days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree in its reasonable discretion), may cause any Credit Party on or after the Closing Date by written election to the Administrative Agent to become a borrower (each such Credit Party, a “Co-Borrower”, and, together with the Borrower, the “Co-Borrowers”) under any Class of Loans and Commitments hereunder on a joint and several basis (such date, the Lead “Co-Borrower Effective Date”); provided that such Credit Party shall: (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent assuming all obligations of a Co-Borrower hereunder; (ii) at least three Business Days prior to the Co-Borrower accepts Effective Date, the Administrative Agent and the Lenders shall have received all documentation and other information in respect of the Co-Borrower required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that shall have been requested in writing at least ten Business Days prior to the Co-Borrower Effective Date, and a Beneficial Ownership Certification from the Co-Borrower if it is a “legal entity customer” under the Beneficial Ownership Regulation; (iii) be a domestic Guarantor Subsidiary wholly owned by the Borrower; and (iv) not cause any Agent or Lender to be in violation of law as a result of becoming a Co-Borrower. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Credit Document as may be necessary or appropriate in order to establish any Co-Borrower pursuant to this Section 1.10 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers, in each case as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith. (b) Upon the later of execution and delivery of a joinder to this Agreement by a Co-Borrower and the countersignature of the Administrative Agent thereto, each Co-Borrower agrees that it is jointly and severally liable for the obligations of each other Co-Borrower hereunder with respect to the applicable Class of Loans and Commitments, including with respect to the payment of principal of and interest and fees on all Loans of such Class and the payment of fees and indemnities and reimbursement of costs and expenses. Each Co-Borrower is accepting joint and several liability hereunder in consideration of the financial accommodation provided or accommodations to be provided by the Administrative Agent Agents and the Lenders under this Agreement and the other Loan DocumentsAgreement, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower Borrowers and in consideration of the undertakings of the Lead Borrower and each of the Co-Borrower Borrowers to accept joint and several liability for the obligations of each other. (b) of them. Each Co-Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with each other Co-Borrower, with respect to the payment and performance of all of the Lead Borrower Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of all of the Co-Borrowers without preferences or distinction among them. If and to the extent that any of the Co-Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event each other Co-Borrower shall be jointly and severally liable for the will make such payment with respect to, or perform, such Obligations. Each of Co-Borrower further agrees that the Lead Borrower’s and the Borrower will be such Co-Borrower’s obligations arising as a result of the joint agent for administrative, mechanical, and several liability of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” notice provisions in this Agreement and in any other Loan Credit Document means the Lead Borrower, individually, or the Lead Borrower and the Lenders and the Administrative Agent hereby agree that each Co-Borrower collectively, will have the same rights under the Credit Documents as if it is the context may require; provided that (i) any reference in this Agreement Borrower and in for any other Loan Document to purposes under the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes provisions of this Agreement, including the affirmative and negative covenants, each such Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders will be treated as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowera Restricted Subsidiary that is a Guarantor Subsidiary.

Co-Borrowers. (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent Agent, the Lenders and the Lenders L/C Issuers under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-each Borrower to accept joint and several liability for the obligations of each otherBorrower. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations, regardless of which Borrower actually receives the Loans hereunder or the amount of the Obligations received or the manner in which the Administrative Agent or any Lender accounts for the Obligations on its books and records. Each of the Lead Borrower’s obligations with respect to Loans made to it, and the Co-each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans or L/C Obligations made to and other Obligations owing (c) Each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to, Letters of Credit issued on behalf of, and other Obligations owing by the Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (A) the validity or enforceability, avoidance or subordination of the obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the obligations of any other Borrower, (B) the absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (C) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (D) the failure by the Administrative Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the obligations of any other Borrower, (E) the Administrative Agent’s or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code of the United States, (F) any borrowing or grant of a security interest by any other Borrower, as Debtor In Possession under Section 364 of the Bankruptcy Code of the United States, (G) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claim(s) for the repayment of the obligations of any other Borrower under Section 502 of the Bankruptcy Code of the United States, or (H) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. With respect to each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the Lead Borrower Borrowers hereunder, such Borrower waives, until the Obligations shall be separate have been paid in full and distinct obligationsthis Agreement and the other Loan Documents shall have been terminated, but any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Borrower, any endorser or any guarantor of all such obligations shall be primary obligations of each or any part of the Lead Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any Borrower and to the Co-BorrowerAdministrative Agent or any Lender. (cd) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-any Borrower to collect and recover the full amount, or any portion of, of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-any Borrower or against or in payment of any or all of the Obligations. (de) Each representation Borrower hereby irrevocably appoints the Parent Borrower as the borrowing agent and warranty made on behalf attorney-in-fact for the Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by all of the Co-Borrowers that such appointment has been revoked and that another Borrower by has been appointed in the Lead place of the Parent Borrower. Each Borrower shall be deemed hereby irrevocably appoints and authorizes the Parent Borrower (i) to provide to the Administrative Agent and receive from the Administrative Agent all notices with respect to Loans obtained for all purposes to have been made by the Co-benefit of any Borrower and shall be binding upon all other notices and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in instructions under this Agreement and in any the other Loan Document means the Lead Borrower, individually, or the Lead Borrower Documents and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference to take such action as the Parent Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Collateral of the Borrowers in this Agreement a combined fashion, as more fully set forth herein and in any other Loan Document the Collateral Documents, is done solely as an accommodation to the fiscal year or any fiscal quarter Borrowers in order to utilize the collective borrowing powers of the Borrower Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall be deemed to refer incur liability to the fiscal year or the applicable fiscal quarter Borrowers as a result hereof. Each of the Lead Borrower and (iii) unless Borrowers expects to derive benefit, directly or indirectly, from the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements handling of the Collateral in a combined fashion since the successful operation of each Borrower shall be deemed to refer to financial statements is dependent on the continued successful performance of the Lead Borrowerintegrated group. (f) For In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Borrower hereunder would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the (g) After the Closing Date, the Parent Borrower may, at any time and from time to time, designate any Subsidiary that is a Domestic Subsidiary as a Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Parent Borrower, together with any documentation and other information with respect to such additional Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act requested by the Administrative Agent (and to the extent not theretofore delivered on the Closing Date or otherwise), and upon such delivery and satisfaction, such Subsidiary shall for all purposes of this Agreement, Agreement and the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may other Loan Documents be required or permitted by this Agreement for the benefit of the Lead a Borrower and the Co-Borrower and a party to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this As soon as practicable upon receipt of a Borrower Joinder Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled furnish a copy thereof to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowereach Lender.

Co-Borrowers. (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent Agent, the Lenders and the Lenders Letter of Credit Issuers under this Agreement and the other Loan Credit Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-each Borrower to accept joint and several liability for the obligations of each otherBorrower. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations, regardless of which Xxxxxxxx actually receives the Loans hereunder or the amount of the Obligations received or the manner in which the Administrative Agent or any Lender accounts for the Obligations on its books and records. Each of the Lead Borrower’s obligations with respect to Loans made to it, and the Co-each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans or Letters of Credit made to and other Obligations owing by the Lead Borrower Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to, Letters of Credit issued on behalf of, and other Obligations owing by the Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the obligations of any other Borrower, (ii) the absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the obligations of any other Borrower, (v) the Administrative Agent’s or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code of the United States, (vi) any borrowing or grant of a security interest by any other Borrower, as Debtor In Possession under Section 364 of the Bankruptcy Code of the United States, (vii) the disallowance of all or any portion of the Administrative Agent’s or any Xxxxxx’s claim(s) for the repayment of the obligations of any other Borrower under Section 502 of the Bankruptcy Code of the United States, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. With respect to each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement and the other Loan Documents shall have been terminated, any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Administrative Agent or any Lender. (d) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-any Borrower to collect and recover the full amount, or any portion of, of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-any Borrower or against or in payment of any or all of the Obligations. (de) Each representation and warranty made In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Applicable Law affecting the rights of creditors generally, if the obligations of any Borrower hereunder would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on behalf account of the Co-Borrower amount of its liability hereunder, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Borrower, any Credit Party or any other Person, be automatically limited and reduced to the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon highest amount that is valid and enforceable against the Co-Borrower and not subordinated to the same extent claims of other creditors as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” determined in this Agreement and in any other Loan Document means the Lead Borrower, individually, such action or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrowerproceeding. (f) For After the Closing Date, upon not less than fifteen (15) Business Days prior written notice to the Administrative Agent and subject to the conditions set forth in the proviso to this clause (f), the Borrower Agent may, at any time and from time to time, designate any Subsidiary that is a Domestic Subsidiary as reasonably satisfactory to the Administrative Agent as an Co-Borrower and, thereafter, such Subsidiary shall for all purposes of this Agreement, Agreement and the other Loan Documents be a Borrower and an Co-Borrower hereby and a party to this Agreement; provided that: (i) authorizes all of the Lead Borrower to make Capital Stock in such requests, give Subsidiary shall have been pledged (or shall be pledged contemporaneously with such notices or furnish such certificates Subsidiary becoming a Co-Borrower) to the Administrative Collateral Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and Secured Parties; and (ii) authorizes the Administrative Agent shall have received, in form and substance reasonably satisfactory to treat the Administrative Agent, (A) a Borrower Joinder Agreement, executed by such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower Subsidiary and the CoBorrower Agent, (B) at least three (3) days prior to the date of effectiveness of such designation, all documentation and information required by bank regulatory authorities under applicable “know-Borrower for purposes of this Agreement. Unless otherwise agreed your-customer” and anti-money laundering rules and regulations, including the Patriot Act to the extent requested by the Administrative Agent or specified in this Agreementany Lender and (y) if such Subsidiary qualifies as a “legal entity” customer under 31 C.F.R. § 1010.230, the Lead Borrower shall be Beneficial Ownership Certification in relation to such Subsidiary; (C) unless such Subsidiary is a Credit Party as of the only Person entitled Closing Date, a legal opinion addressed to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders Collateral Agent and the Lenders, covering such matters as reasonably requested by the Administrative Agent; and (D) a certificate for such Subsidiary, dated as of the date of effectiveness of such designation, duly executed and delivered by such Subsidiary’s secretary or assistant secretary, managing member or general partner, as applicable, as to: (1) resolutions of each such Subsidiary’s board of managers/directors or the board of managers of such Subsidiary’s general partner (or other managing body, in the case of a Subsidiary that is not a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of the Borrower Joinder Agreement and each other Credit Document applicable to such Subsidiary and the execution, delivery and performance of the Borrower Joinder Agreement and each other Credit Document to be executed by such Subsidiary; (2) the incumbency and signatures of its Authorized Officers and any other of its officers, managing member or general partner, as applicable, authorized to act with respect to each Credit Document to be executed by such Subsidiary (to the extent not previously provided); and (3) such Subsidiary’s Organization Documents, as amended, modified or supplemented as of such date, and corporate good standing certificates, each certified as of a recent date prior to the such date by the appropriate officer or official body of the jurisdiction of organization or registration of such Subsidiary. (g) Without limiting the joint and several liability of each of the Borrowers pursuant to this Agreement, the parties acknowledge and agree that each Borrower shall be entitled primarily responsible (as between the Borrowers) for any payments required pursuant to rely upon all this Agreement with respect to a Loan allocable to such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to an applicable Borrowing Notice (including, for the provisions avoidance of doubt, principal and interest payments with respect to such Term Loans); provided that this Agreement Section 2.20(g) shall not limit, mitigate or otherwise modify any other Loan Document as being made right or furnished on behalf of, and with the effect obligation of irrevocably binding, the Lead Borrower and the Co-Borrowerany Person hereunder.

Co-Borrowers. (a) Each of the Lead Borrower agrees that it is jointly and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or severally liable to be provided by the Administrative Agent and Lenders for the payment or performance of all Obligations, and that such liability is independent of the obligations of the other Borrowers and shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law. Administrative Agent and Lenders may bring an action against any Borrower, whether an action is brought against the other Borrowers. (b) Each Borrower agrees that any release which may be given by Administrative Agent or any Lender to any other Borrower will not release such Borrower from its obligations under this Agreement or any of the other Loan Documents. (c) Each Borrower waives any right to assert against Administrative Agent or any Lender any defense, setoff, counterclaim or claim that such Borrower may have against any other Borrower or any other party liable to Administrative Agent or any Lender for the obligations of the Borrowers under this Agreement or any of the other Loan Documents. (d) Each Borrower agrees that it is solely responsible for keeping itself informed as to the financial condition of the other Borrowers and of all circumstances which bear upon the risk of nonpayment. Each Borrower waives any right it may have to require Administrative Agent or any Lender to disclose to such Borrower any information that Administrative Agent or any Lender may now or hereafter acquire concerning the financial condition of the other Borrowers. (e) Each Borrower waives all rights to notices of default or nonperformance by any other Borrower under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each . Each Borrower further waives all rights to notices of the Lead Borrower and existence or the Co-Borrower and in consideration creation of the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each othernew indebtedness by any other Borrower. (bf) Each Regardless of whether Administrative Agent or any Lender may have recovered any amounts owing under any of the Lead Loan Documents against a Borrower, each hereby waives, to the extent permitted by applicable law: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement or contribution from any other Borrower or any other party for any recovery by Administrative Agent against such Borrower, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise (collectively, “Reimbursement Rights”), (ii) all rights to enforce any remedy that Administrative Agent or any Lender may have against any other Borrower, and the Co-Borrower shall (iii) all rights to participate in any security now or later to be jointly and severally liable held by Administrative Agent for the Obligations. Each of To the Lead extent a Borrower’s and the Co-Borrower’s obligations arising as waiver of Reimbursement Rights is found by a result court of the joint and several liability of competent jurisdiction to be void or voidable for any reason, any Reimbursement Rights such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding have against any other Borrower or any other Person, collateral or security shall be junior and subordinate to any rights Administrative Agent may have against any security or collateral for the Obligations. Each of the Lead such Borrower and to all right, title and interest Administrative Agent may have in any such collateral or security. If any amount should be paid to a Borrower on account of any Reimbursement Rights at any time when any the Co-Borrower waivesObligations have not been paid in full, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the such amount shall be held in trust for Administrative Agent and the Lenders shall immediately be under no obligation paid over to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requestsbe credited and applied against the Obligations, noticeswhether matured or unmatured, certificates or consents made, given or furnished by in accordance with the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes terms of this Agreement. The Co-covenants and waivers of each Borrower agrees to set forth in this Section 9.33(f) shall be bound by effective until all such requests, notices, certificates of the Obligations have been paid and consents performed in full and other such actions by are made solely for the Lead Borrower. In each case, the benefit of Administrative Agent and Lenders. (g) Each Borrower waives any rights and defenses described in Section 2856(a) of the Lenders shall California Civil Code that are or may become available to such Borrower, including, without limitation, any rights and defenses by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. (h) Each Borrower waives all rights and defenses that such Borrower may have because any of the Obligations may be entitled to rely upon all secured by real property other than the Property of such requestsBorrower. This means, notices, certificates and consents made, given among other things: (i) Administrative Agent or furnished any Lender may collect from such Borrower (including enforcing against such Borrower the Security Instrument delivered by such Borrower) without first foreclosing on any real or personal property collateral pledged by any other Borrower; (ii) If Administrative Agent forecloses on any real property collateral pledged by any Borrower: (A) The amount of the Obligations may be reduced only by the Lead price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Administrative Agent or any Lender may collect from such Borrower pursuant (including enforcing against such Borrower the Security Instrument delivered by such Borrower) even if Administrative Agent or any Lender, by foreclosing on the real property collateral pledged by any other Borrower, has destroyed any right a Borrower may have to collect from another Borrower. This Section 9.33(h) is an unconditional and irrevocable waiver of any rights and defenses each Borrower may have because any of the provisions Obligations may be secured by real property other than the Property hereby encumbered. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (i) Without limiting the generality of the foregoing Section 9.33(h), each Borrower understands and acknowledges that if Administrative Agent or any Lender forecloses judicially or nonjudicially against any real property securing any of the Obligations other than the Property of such Borrower, that foreclosure could impair or destroy any ability that such Borrower may have to seek reimbursement, contribution or indemnification from any other Borrower or others based on any Reimbursement Right such Borrower may have for any recovery by Administrative Agent under the Security Instrument encumbering the Property of such Borrower. Each Borrower further understands and acknowledges that in the absence of this Agreement Section 9.33, such potential impairment or any other destruction of such Borrower’s rights, if any, may entitle such Borrower to assert a defense to such Borrower’s obligations under the Loan Document Documents to which such Borrower is a party based on Section 580d of the California Code of Civil Procedure as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.interpreted in Union Bank x.

Co-Borrowers. (a) Each of the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided or to be provided by the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-each Borrower to accept joint and several liability for the obligations of each otherBorrower. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations, regardless of which Borrower actually receives the Loans hereunder or the amount of the Obligations received or the manner in which the Administrative Agent or any Lender accounts for the Obligations on its books and records. Each of the Lead Borrower’s obligations with respect to Loans made to it, and the Co-each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Term Loans or LC Obligations made to and other Obligations owing by the Lead Borrower Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to, Letters of Credit issued on behalf of, and other Obligations owing by the Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (A) the validity or enforceability, avoidance or subordination of the obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the obligations of any other Borrower, (B) the absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (C) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (D) the failure by the Administrative Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the obligations of any other Borrower, (E) the Administrative Agent’s or any Lender’s election, in any proceeding instituted under the Bankruptcy Code of the United States, of the application of Section 1111(b)(2) of the Bankruptcy Code of the United States, (F) any borrowing or grant of a security interest by any other Borrower, as Debtor In Possession under Section 364 of the Bankruptcy Code of the United States, (G) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claim(s) for the repayment of the obligations of any other Borrower under Section 502 of the Bankruptcy Code of the United States, or (H) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. With respect to each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full and this Agreement and the other Loan Documents shall have been terminated, any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Administrative Agent or any Lender. (d) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-any Borrower to collect and recover the full amount, or any portion of, of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-any Borrower or against or in payment of any or all of the Obligations. (de) Each representation Borrower hereby irrevocably appoints the Administrative Borrower as the borrowing agent and warranty made on behalf attorney-in-fact for the Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by all of the Co-Borrowers that such appointment has been revoked and that another Borrower by has been appointed in the Lead place of the Administrative Borrower. Each Borrower shall be deemed for all purposes to have been made by hereby irrevocably appoints and authorizes the Co-Administrative Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to provide to the “Borrower Administrative Agent and its Subsidiaries” (or phrases of like nature) shall be deemed receive from the Administrative Agent all notices with respect to refer to Loans obtained for the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower.-96 (f) For After the Closing Date, the Administrative Borrower may, at any time and from time to time, designate any Restricted Subsidiary that is a wholly-owned Domestic Subsidiary as a Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Administrative Borrower, together with any documentation and other information with respect to such additional Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act requested by the Administrative Agent (and to the extent not theretofore delivered on the Closing Date or otherwise) and satisfied the Collateral and Guarantee Requirement (including without limitation the actions as specified in Section 6.11 with respect to newly formed Subsidiaries), and upon such delivery and satisfaction, such Subsidiary shall for all purposes of this Agreement, Agreement and the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may other Loan Documents be required or permitted by this Agreement for the benefit of the Lead a Borrower and the Co-Borrower and a party to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this As soon as practicable upon receipt of a Borrower Joinder Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled furnish a copy thereof to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrowereach Lender.

Co-Borrowers. (a) Each Without limiting their obligations as Guarantors, Holdings may, in its sole discretion, in accordance with the provisions of this Section 13.27, designate one or more of its direct or indirect Wholly Owned Restricted Subsidiaries organized in the Lead Borrower and the Co-Borrower accepts joint and several liability hereunder in consideration of the financial accommodation provided United States (or another jurisdiction reasonably acceptable to be provided by the Administrative Agent and the Required Revolving Lenders) to join this Agreement as co-borrowers under any Facility, other than the 2019 Revolving Credit Facility (each such Wholly Owned Restricted Subsidiary, a “Co-Borrower”) hereunder and under all other Loan Documents, jointly and severally liable with respect to all Obligations as primary obligors and not merely as sureties. (b) In order to so designate a Co-Borrower, Holdings shall, upon not less than 10 Business Days’ notice from Holdings to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request that any such Wholly Owned Restricted Subsidiary (an “Applicant Borrower”) become a Co-Borrower to receive, or become obligated with respect to, Loans under the applicable Facility by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each applicable Lender) a duly executed notice and agreement in substantially the form of Exhibit P (a “Co-Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming a Co-Borrower hereunder, (i) the obligations with respect to such Applicant Borrower becoming a Co-Borrower set forth in Section 8.8 and this Section 13.27 shall have been satisfied and (ii) for any Applicant Borrower, the Administrative Agent and the applicable Lenders shall have received (x) not more than 5 Business Days after Holdings’ initial notice required above, the documentation and other information that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation and (y) such supporting resolutions, incumbency certificates, opinions of counsel, Security Documents and other documents or information, in form and substance reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Revolving Lenders (in the case of a Revolving Facility) or the Required Term Lenders (in the case of a Term Facility) in their reasonable discretion, and Notes signed by such new Co-Borrower to the extent any Lenders so require (the requirements set forth in the foregoing clauses (i) and (ii), the “Co-Borrower Requirements”). If the Co-Borrower Requirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit Q (a “Co-Borrower Notice”) to Holdings and the applicable Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Co-Borrower for purposes hereof, whereupon each of the applicable Lenders agrees to permit such Co-Borrower to receive, or become obligated with respect to, Loans under the applicable Facility, on the terms and conditions set forth herein, and each of the parties agrees that such Co-Borrower otherwise shall be a Borrower for all purposes of this Agreement (and the term “Borrower” shall be deemed to include such Co-Borrower unless the context otherwise requires); provided that no Notice of Borrowing or Letter of Credit Request may be submitted by or on behalf of such Co-Borrower until the date five (5) Business Days after such effective date unless the Administrative Agent otherwise consents. (c) The Obligations of the Borrower and each Co-Borrower shall be joint and several in nature. Each Subsidiary that becomes a Co-Borrower pursuant to this Section 13.27 hereby irrevocably appoints the Borrower as its agent for all purposes relevant to this Agreement, each of the other Loan Documents and all other documents and electronic platforms entered into in connection herewith, including (i) the giving and receipt of notices and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by the Borrower and all Co-Borrowers, or by the Borrower or each Co-Borrower acting singly, shall be valid and effective if given or taken only by the Borrower, whether or not any such other Co-Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Borrower in accordance with the terms of this Agreement shall be deemed to have been delivered to each Co-Borrower. (d) A Co-Borrower may elect to terminate its eligibility to request Borrowings and to cease to be a Co-Borrower hereunder upon the occurrence of, and such resignation shall effective upon, such resigning Co-Borrower having delivered to the Administrative Agent a notice of resignation in form and substance reasonably satisfactory to the Administrative Agent upon not less than 15 Business Days’ notice (or such shorter period as may be agreed by the Administrative Agent in its sole discretion); provided, however, that (i) there are no outstanding Loans payable by such Co-Borrower, or other amounts payable by such Co-Borrower on account of any Loans made to it, as of the effective date of such termination and (ii) unless such Person is also released as a Guarantor in accordance with the terms of this Agreement, such resignation shall not, to the extent applicable, have any impact on such Person’s obligations as a Subsidiary Guarantor and such obligations, to the extent applicable, shall continue to be effective in accordance with this Agreement and the other provisions and undertakings hereunder related thereto. The Administrative Agent will promptly notify the Lenders of any such termination of a Co-Borrower’s status (e) Any Lender may, with notice to the Administrative Agent and Holdings, fulfill its Commitment hereunder in respect of any Loans requested to be made by such Lender to a Co-Borrower not organized under the laws of the United States or any State thereof, by causing an Affiliate or branch of such Lender to act for such Lender to make such Loans to such Co-Borrower in the place and stead of such Lender; provided that in no event shall the Lender’s exercise of such option increase the costs or expenses or otherwise increase or change the obligations of the Borrower or the Co-Borrowers under this Agreement (f) Holdings may not designate a Co-Borrower in any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any Lender under the applicable Facility is not legally permitted to make Loans or other credit extensions. (g) To the extent any Co-Borrower is designated hereunder, notwithstanding anything to the contrary in this Agreement, Holdings and the Administrative Agent shall be permitted to make such amendments to this Agreement and the other Loan Documents, for Documents (without the mutual benefit, directly and indirectly, consent of each of any Lender or any other party) as they reasonably deem necessary in order to effectuate the Lead Borrower and the Co-Borrower and in consideration of the undertakings of the Lead Borrower and the Co-Borrower to accept joint and several liability for the obligations of each other. (b) Each of the Lead Borrower and the Co-Borrower shall be jointly and severally liable for the Obligations. Each of the Lead Borrower’s and the Co-Borrower’s obligations arising as a result of the joint and several liability inclusion of such Borrower hereunder, with respect to Term Loans made to the Lead Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each of the Lead Borrower and the Co-Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against either the Lead Borrower or the Co-Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each of the Lead Borrower and the Co-Borrower waives, to the maximum extent permitted by law, all suretyship defenses and consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of either the Lead Borrower or the Co-Borrower or against or in payment of any or all of the Obligations. (d) Each representation and warranty made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by the Co-Borrower and shall be binding upon and enforceable against the Co-Borrower to the same extent as if the same had been made directly by the Co-Borrower. (e) Any reference to the “Borrower” in this Agreement and in any other Loan Document means the Lead Borrower, individually, or the Lead Borrower and the Co-Borrower collectively, as the context may require; provided that (i) any reference in this Agreement and in any other Loan Document to the “Borrower and its Subsidiaries” (or phrases of like nature) shall be deemed to refer to the “Lead Borrower and its Subsidiaries” (as applicable and modified as necessary as the context requires), (ii) any reference in this Agreement and in any other Loan Document to the fiscal year or any fiscal quarter of the Borrower shall be deemed to refer to the fiscal year or the applicable fiscal quarter of the Lead Borrower and (iii) unless the context requires otherwise, any reference in this Agreement and in any other Loan Document to financial statements of the Borrower shall be deemed to refer to financial statements of the Lead Borrower. (f) For all purposes of this Agreement, the Co-Borrower hereby (i) authorizes the Lead Borrower to make such requests, give such notices or furnish such certificates to the Administrative Agent or the Lenders as may be required or permitted by this Agreement for the benefit of the Lead Borrower and the Co-Borrower and to give any consents on behalf of the Co-Borrower required by this Agreement and (ii) authorizes the Administrative Agent to treat such requests, notices, certificates or consents made, given or furnished by the Lead Borrower as having been made, given or furnished by the Lead Borrower and the Co-Borrower for purposes of this Agreement. Unless otherwise agreed to by the Administrative Agent or specified in this Agreement, the Lead Borrower shall be the only Person entitled to make, give or furnish such requests, notices, certificates or requests directly to the Administrative Agent or the Lenders for purposes of this Agreement. The Co-Borrower agrees to be bound by all such requests, notices, certificates and consents and other such actions by the Lead Borrower. In each case, the Administrative Agent and the Lenders shall be entitled to rely upon all such requests, notices, certificates and consents made, given or furnished by the Lead Borrower pursuant to the provisions of this Agreement or any other Loan Document as being made or furnished on behalf of, and with the effect of irrevocably binding, the Lead Borrower and the Co-Borrower.