Common use of Designation of Lead Borrower as Borrowers’ Agent Clause in Contracts

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent for all purposes under the Loan Documents, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans so made and Letters of Credit so issued as if made directly by the Lenders to such Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself) on whose behalf the Lead Borrower has requested a Revolving Loan. None of the Agents nor any other Loan Party shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Revolving Credit Loans and Letters of Credit (Credit, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Revolving Credit Loans so made and Letters of Credit so issued as if made directly by the Lenders to such Borrower, notwithstanding the manner by which such Revolving Credit Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any other Borrower. (b) Each Borrower represents to the Loan Credit Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers as if the such Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a Borrower) on whose behalf the Lead Borrower has requested a Revolving Credit Loan. None of the Agents Administrative Agent nor any other Loan Credit Party shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Revolving Credit Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Financial Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in the Administrative Agent's commercially reasonable discretion); or (B) the Administrative Agent deems it inexpedient (in the Administrative Agent's sole and absolute discretion) to continue making Loans and cause Letters of Credit to be issued to or for the account of any particular Borrower, or to channel such Loans and Letters of Credit through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein. (d) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “"Lead Borrower” " shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes to obtain loans and advances under the Loan DocumentsRevolving Credit, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such those uses as are permitted under those set forth in this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender Lenders on account of Loans loans and advances so made and Letters of Credit so issued as if made directly by the Agent or Lenders to such that Borrower, notwithstanding the manner by which such Loans loans and Letters of Credit advances are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder under the Revolving Credit is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations Liabilities of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Credit Loan. None of the Agents nor any other Loan Party shall have any obligation to see to the application of such proceeds. (d) The authority proceeds of each loan and advance provided under the Lead Borrower to request Loans and Letters of Revolving Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed requested by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound deposited into the Operating Account or as otherwise indicated by the terms hereof, and that as used herein, the term “Lead Borrower” . The Lead Borrower shall mean cause the transfer of the proceeds thereof to the Borrower(s) on whose behalf such loan and include advance was obtained. The Agent and Lenders shall not have any obligation to assure the newly appointed Lead Borrowerproper application of such proceeds.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes to obtain loans and advances under the Loan DocumentsRevolving Credit, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation those set forth in Section 2.1(d) and to request the issuance of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any LenderCs and Banker's Acceptances for such Borrower. The Value City Entities and Filene's further irrevocably designate and appoint Retail Ventures Imports, Inc. as their agent to request the issuance of L/Cs and Banker's Acceptances for such Borrower (to the extent that the Lead Borrower hereby accepts does not make such appointmentrequest). As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Revolving Credit Lender on account of Loans loans and advances so made to, and Letters of Credit L/Cs and Banker's Acceptances so issued for, its Division under the Revolving Credit as if made directly by the Revolving Credit Lenders to such that Borrower, notwithstanding the manner by which such Loans loans and Letters of Credit advances are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder under the Revolving Credit is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor it is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to fully, faithfully, and punctually discharge all Obligations Liabilities of each all of the other Borrowers as if and hereby guarantees the Borrower which is so assuming payment and agreeing were each performance of the all Liabilities of all other Borrowers. Each In any action or proceeding with respect to any Borrower agrees that involving any noticeApplicable Law, electionincluding, communicationwithout limitation, representationstate or federal bankruptcy, agreement insolvency, reorganization or undertaking made other law affecting the rights of creditors generally, if the obligations of such Borrower as a guarantor hereunder would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its behalf liability hereunder, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Borrower, any Lender, the Agent or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding after taking into account such Borrower's right of indemnification and contribution from each other Borrower under Section 20.23(d) hereof. (c) The proceeds of each loan and advance provided under the Revolving Credit which is requested by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself) on whose behalf deposited into the Lead Borrower has requested a Revolving Loan. None Operating Account of the Agents applicable Division. Neither the Administrative Agent nor any other Loan Party Revolving Credit Lender shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in the Administrative Agent's sole and absolute discretion); or (B) the Administrative Agent deems it inexpedient (in the Administrative Agent's sole and absolute discretion) to continue making Loans and cause Letters of Credit to be issued to or for the account of any particular Borrower, or to channel such Loans and Letters of Credit through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein. (d) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “"Lead Borrower” " shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. (d) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (de) If, for any reason, and at any time during the term of this Agreement, any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in the Administrative Agent’s sole and absolute discretion); or the Administrative Agent deems it inexpedient (in the Administrative Agent’s sole and absolute discretion) to continue making Loans and cause Letters of Credit to be issued to or for the account of any particular Borrower, or to channel such Loans and Letters of Credit through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein. (f) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (g) Each of the Borrowers shall remain liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (h) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers chief executive officers of each BorrowerBorrower (other than the chief executive officer of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and (iii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective chief executive officers of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Domestic Borrower hereby irrevocably designates and appoints each of the Parent and the Lead Borrower as such Domestic Borrower’s agent for all purposes under the Loan Documentsto obtain Credit Extensions, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Domestic Borrower for such uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Domestic Borrower shall be obligated to the Administrative Agent and each Lender Credit Party on account of Loans Credit Extensions so made and Letters of Credit so issued as if made directly by the Lenders applicable Credit Party to such Domestic Borrower, notwithstanding the manner by which such Loans and Letters of Credit Extensions are recorded on the books and records of the Lead Borrower and of any other Domestic Borrower. In addition, each Domestic Loan Party other than the Domestic Borrowers hereby irrevocably designates and appoints each of the Parent and the Lead Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents. (b) Each Foreign Borrower represents hereby irrevocably designates and appoints the Parent as such Foreign Borrower’s agent to obtain Credit Extensions, the Loan Parties that it is an integral part proceeds of a consolidated enterprisewhich shall be available to such Foreign Borrower for such uses as are permitted under this Agreement. In addition, and that each Foreign Loan Party will receive direct other than the Foreign Borrowers hereby irrevocably designates and indirect benefits from the availability appoints each of the joint credit facility provided for herein, Parent and from the ability applicable Foreign Borrower as such Foreign Loan Party’s agent to access represent such Loan Party in all respects under this Agreement and the collective credit resources of the consolidated enterprise which the other Loan Parties comprise. Documents. (c) Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the applicable credit facility contemplated herein with all other applicable Borrowers. Consequently, subject to the terms and conditions of this Agreement, each Borrower hereby assumes assumes, guarantees payment and performance of, and agrees to discharge all Obligations of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each Borrowers; provided that, notwithstanding anything herein or in any of the other Borrowers. Each Borrower agrees that any noticeLoan Documents to the contrary, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower Foreign Loan Parties shall be binding upon and enforceable against itliable only for the Foreign Liabilities. (cd) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving LoanCredit Extension. None of Neither the Agents Administrative Agent nor any other Loan Credit Party shall have any obligation to see to the application of such proceedsproceeds therefrom. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under (i) to execute the Loan DocumentsFee Letter, including obtaining and (ii) to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of the amounts due under the Fee Letter, Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Loan. None . 87 (i) The Lead Borrower shall cause the transfer of the Agents proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. Neither the Agent nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (or Acceptances hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit and Acceptances so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit and Acceptances are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Subject to Section 2.7, the Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement; or (B) the Administrative Agent deems it inexpedient (in the Administrative Agent’s sole and absolute discretion) to continue making Loans and cause Letters of Credit and Acceptances to be issued to or for the account of any particular Borrower, or to channel such Loans and Letters of Credit and Acceptances through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit and Acceptances directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein. (d) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit and Acceptances are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain jointly and severally liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and perfor­mance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit or Acceptances to be issued to or for the benefit of any Borrower. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives receives (i) written notice of: (i) the termination termina­tion of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower accepting (i) accept­ing such appointment appointment; (ii) acknowledging that such removal and appoint­ment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (L/Cs under this Agreement, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreementthose set forth in Section 2.1(d), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans so made and Letters of Credit L/Cs so issued under this Agreement as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit L/Cs are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder under this Agreement is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations Liabilities of each of the all other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a Borrower) on whose behalf the Lead Borrower has requested a Revolving Loan. (d) The proceeds of each loan and advance provided under this Agreement which is requested by the Lead Borrower shall be deposited into the Operating Account or as otherwise indicated by the Lead Borrower. None The Lead Borrower shall cause the transfer of the Agents proceeds thereof to the (those) Borrower(s) on whose behalf such loan and advance was obtained. Neither the Administrative Agent nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (de) If, for any reason, and at any time during the term of this Agreement, (i) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in the Administrative Agent's sole and absolute discretion); or (ii) the Administrative Agent deems it inexpedient (in the Administrative Agent's sole and absolute discretion) to continue making Revolving Credit Loans and issue L/Cs to or for the account of any particular Borrower, or to channel such Revolving Credit Loans and L/Cs through the Lead Borrower, then the Revolving Credit Lenders may make Revolving Credit Loans directly to, and issue L/Cs directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which loans or advances may be made without regard to the procedures otherwise included herein. (f) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Revolving Credit Loans and L/Cs are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (g) Each of the Borrowers shall remain liable to the Administrative Agent and the Lenders for the payment and performance of all Liabilities (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Revolving Credit Loans or L/Cs to or for the benefit of any Borrower. (h) The authority of the Lead Borrower to request Loans and Letters of Credit loans on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in Section 2.22(e), above, or the Administrative Agent actually receives receives (i) written notice of: (iA) the termination of such authority; , and (iiB) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (A) accepting such appointment; (B) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (C) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “"Lead Borrower” " shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Domestic Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Domestic Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Domestic Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Domestic Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Domestic Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Domestic Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of other Borrower; provided that the other Borrowers. Each Canadian Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by and the Lead UK Borrower shall be binding upon liable only for the Canadian Liabilities and enforceable against itthe UK Liabilities. (c) The Lead Borrower shall act as a conduit for each Domestic Borrower (including itself, as a “Domestic Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. None The Lead Borrower shall cause the transfer of the Agents proceeds of each Loan to the (those) Domestic Borrower(s) on whose behalf such Loan was obtained. Neither the Agent nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (d) Each of the Borrowers shall remain jointly and severally liable to the Agent and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower; provided that the Canadian Borrower and the UK Borrower shall be liable only for the Canadian Liabilities and the UK Liabilities and the Collateral granted by the Canadian Borrower and, if applicable, the UK Borrower, shall secure only the Canadian Liabilities and the UK Liabilities. (e) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Domestic Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerDomestic Borrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Domestic Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes to obtain loans and advances under the Loan DocumentsRevolving Credit, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation those set forth in Section 2.1(d) and to request the issuance of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any LenderCs and Banker's Acceptances for such Borrower. The Borrowers further irrevocably designate and appoint Retail Ventures Imports, Inc. as their agent to request the issuance of L/Cs and Banker's Acceptances for such Borrower (to the extent that the Lead Borrower hereby accepts does not make such appointmentrequest). As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative each Agent and each Revolving Credit Lender on account of Loans loans and advances so made to, and Letters of Credit L/Cs and Banker's Acceptances so issued for it under the Revolving Credit as if made directly by the Revolving Credit Lenders to such that Borrower, notwithstanding the manner by which such Loans loans and Letters of Credit advances are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder under the Revolving Credit is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor it is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to fully, faithfully, and punctually discharge all Obligations Liabilities of each all of the other Borrowers as if and hereby guarantees the Borrower which is so assuming payment and agreeing were each performance of the all Liabilities of all other Borrowers. Each In any action or proceeding with respect to any Borrower agrees that involving any noticeApplicable Law, electionincluding, communicationwithout limitation, representationstate or federal bankruptcy, agreement insolvency, reorganization or undertaking made other law affecting the rights of creditors generally, if the obligations of such Borrower as a guarantor hereunder would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its behalf liability hereunder, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Borrower, any Lender, the Agent or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding after taking into account such Borrower's right of indemnification and contribution from each other Borrower under Section 20.23(d) hereof. (c) The proceeds of each loan and advance provided under the Revolving Credit which is requested by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself) on whose behalf deposited into the Lead Borrower has requested a Revolving Loan. None Operating Account of the Agents applicable Borrower. Neither the Administrative Agent nor any other Loan Party Revolving Credit Lender shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. None The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (d) Each of the Borrowers shall remain jointly and severally liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (e) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes to obtain Revolving Credit Loans and L/Cs under the Loan DocumentsRevolving Credit, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreementthose set forth in Section 2-1(d), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Revolving Credit Lender on account of Revolving Credit Loans so made and Letters of Credit L/Cs so issued under the Revolving Credit as if made directly by the Revolving Credit Lenders to such that Borrower, notwithstanding the manner by which such Revolving Credit Loans and Letters of Credit L/Cs are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder under the Revolving Credit is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations Liabilities of each of the all other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Credit Loan. (d) The proceeds of each loan and advance provided under the Revolving Credit which is requested by the Lead Borrower shall be deposited into the Primary Blocked Account or as otherwise indicated by the Lead Borrower. None The Lead Borrower shall cause the transfer of the Agents proceeds thereof to the (those) Borrower(s) on whose behalf such loan and advance was obtained. Neither the Administrative Agent nor any other Loan Party Revolving Credit Lender shall have any obligation to see to the application of such proceeds. (de) [Reserved.] (f) In the event that the Administrative Agent is entitled to forgo the procedures included herein pursuant to which Revolving Credit Loans and L/Cs are to be channeled through the Lead Borrower and determines to do so, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (g) Each of the Borrowers shall remain liable to the Administrative Agent and the Revolving Credit Lenders for the payment and performance of all Liabilities (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Revolving Credit Loans or L/Cs to or for the benefit of any Borrower. (h) The authority of the Lead Borrower to request Loans and Letters of Credit loans on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, during the term “Lead Borrower” shall mean and include the newly appointed Lead Borrowerof this Agreement.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under the Loan Documents, including obtaining to obtain Revolving Credit Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Revolving Credit Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Revolving Credit Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Credit Loan. None . (i) The Lead Borrower shall cause the transfer of the Agents proceeds of each Revolving Credit Loan to the (those) Borrower(s) on whose behalf such Revolving Credit Loan was obtained. Neither the Administrative Agent nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in the Administrative Agent's sole and absolute discretion); or (B) the Administrative Agent deems it inexpedient (in the Administrative Agent's sole and absolute discretion) to continue making Revolving Credit Loans and cause Letters of Credit to be issued to or for the account of any particular Borrower, or to channel such Revolving Credit Loans and Letters of Credit through the Lead Borrower, then the Lenders may make Revolving Credit Loans directly to, and cause the issuance of Letters of Credit directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Revolving Credit Loans may be made without regard to the procedures otherwise included herein. (d) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Revolving Credit Loans and Letters of Credit are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain liable to the Administrative Agent and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Revolving Credit Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (f) The authority of the Lead Borrower to request Revolving Credit Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and (iii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.the

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under to obtain the Loan DocumentsTerm Loans hereunder, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of the Term Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Term Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Term Loan. None The Lead Borrower shall cause the transfer of the proceeds of each Term Loan to the (those) Borrower(s) on whose behalf such Term Loan was obtained. Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (d) The authority Each of the Lead Borrower Borrowers shall remain jointly and severally liable to request Loans the Agents and Letters the Lenders for the payment and performance of Credit on behalf ofall Obligations (which payment and performance shall continue to be secured, and to bindthe extent applicable, by all Collateral granted by each of the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower).

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor therefore is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes to obtain loans and advances under the Loan DocumentsRevolving Credit, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such those uses as are permitted under those set forth in this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender Lenders on account of Loans loans and advances so made and Letters of Credit so issued as if made directly by the Agent or Lenders to such that Borrower, notwithstanding the manner by which such Loans loans and Letters of Credit advances are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder under the Revolving Credit is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, in accordance with Section 14.24 hereof, each Borrower hereby assumes and agrees to discharge all Obligations Liabilities of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving LoanCredit Loan . (d) The proceeds of each loan and advance provided under the Revolving Credit which is requested by the Lead Borrower shall be deposited into the Operating Account or as otherwise indicated by the Lead Borrower. None The Lead Borrower shall cause the transfer of the Agents nor any other Loan Party proceeds thereof to the Borrower(s) on whose behalf such loan and advance was obtained. The Agent and Lenders shall not have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes under to obtain the Loan DocumentsTerm Loan, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans the Term Loan so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are the Term Loan is recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving the Term Loan. (d) The Lead Borrower shall cause the transfer of the proceeds of the Term Loan to the (those) Borrower(s) on whose behalf the Term Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (de) The Administrative Agent may at any time and from time to time designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, bind the Borrowers, Borrowers shall continue unless and until the Administrative Agent acts as provided in subparagraph (e), above, or the Administrative Agent actually receives written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers chief executive officers of each BorrowerBorrower (other than the chief executive officer of the Lead Borrower being replaced); and (iii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective chief executive officers of such Borrowers; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Loan. None The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (d) Each of the Borrowers shall remain jointly and severally liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (e) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “"Lead Borrower” " shall mean and include the newly appointed Lead Borrower.. 104

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s 's agent for all purposes under the Loan Documentsto obtain Revolving Credit Loans, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans loans and advances so made and Letters of Credit so issued as if made directly by the Lenders to such Borrower, notwithstanding the manner by which such Revolving Credit Loans and Letters of Credit advances are recorded on the books and records of the Lead Borrower and of any other Borrower. In addition, each Borrower and each Affiliate thereof hereby irrevocably designates and appoints the Lead Borrower as such Person's agent to represent such Person in all respects under this Agreement and the other Loan Documents. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Credit Loan. (d) The proceeds of each Revolving Credit Loan provided hereunder which is requested by the Lead Borrower shall be deposited as indicated by the Lead Borrower in accordance with the terms of this Agreement. None of Neither the Agents Agent nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. (d) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (de) If, for any reason, and at any time during the term of this Agreement, any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in the Administrative Agent’s sole and absolute discretion); or the Administrative Agent deems it inexpedient (in the Administrative Agent’s sole and absolute discretion) to continue making Loans and cause Letters of Credit to be issued to or for the account of any particular Borrower, or to channel such Loans and Letters of Credit through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein. (f) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (g) Each of the Borrowers shall remain liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (h) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (e), above, or the Administrative Agent actually receives written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers chief executive officers of each BorrowerBorrower (other than the chief executive officer of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and (iii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective chief executive officers of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes under (i) to execute the Loan DocumentsFee Letter, including obtaining and (ii) to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of the amounts due under the Fee Letter, Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. None . (i) The Lead Borrower shall cause the transfer of the Agents proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. Neither the Agent nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Agent in the Agent’s sole and absolute discretion); or (B) the Agent deems it inexpedient (in the Agent’s sole and absolute discretion) to continue making Loans and cause Letters of Credit to be issued to or for the account of any particular Borrower or its Subsidiaries, or to channel such Loans and Letters of Credit through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit directly for the account of such of the Borrowers as the Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein. (d) In the event that the Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit are to be channeled through the Lead Borrower, then the Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain liable to the Agent and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in paragraph (c), above, or the Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) i Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under the Loan Documents, including obtaining to obtain Revolving Credit Loans and Letters of Credit (L/Cs hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreementthose set forth in Section 2(a)(iv), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Revolving Credit Lender on account of Revolving Credit Loans and L/Cs so made and Letters of Credit so or issued hereunder as if made directly by the Revolving Credit Lenders to such that Borrower, notwithstanding the manner by which such Revolving Credit Loans and Letters of Credit L/Cs are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. ii Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations Liabilities of each of the all other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) iii The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Credit Loan. (iv The proceeds of each Revolving Credit Loan which is requested by the Lead Borrower shall be deposited into the Operating Account or as otherwise indicated by the Lead Borrower. None The Lead Borrower shall cause the transfer of the Agents proceeds thereof to the (those) Borrower(s) on whose behalf such Revolving Credit Loan was obtained. Neither any Agent nor any other Loan Party Revolving Credit Lender shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Domestic Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Domestic Borrower’s 's agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Domestic Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment109 those set forth herein. As the disclosed principal for its agent, each Domestic Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Domestic Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Domestic Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations and Other Liabilities and the Canadian Liabilities of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of other Borrower, provided that the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Canadian Borrower shall be binding upon and enforceable against itliable only for the Canadian Liabilities. (c) The Lead Borrower shall act as a conduit for each Domestic Borrower (including itself, as a "Domestic Borrower") on whose behalf the Lead Borrower has requested a Revolving Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Domestic Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Domestic Borrower, including the Lead Borrower, as agent for the Domestic Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in its reasonable judgment); or (B) the Administrative Agent, in its reasonable judgment, deems it inexpedient to continue making Loans and cause Letters of Credit to be issued to or for the account of any particular Domestic Borrower, or to channel such Loans and Letters of Credit through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit directly for the account of such of the Domestic Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included in this Section 9.04. (d) In the event that the Administrative Agent determines under Section Section 9.04(c)(ii) to forgo the procedures included herein pursuant to which Loans and Letters of Credit are to be channeled through the Lead Borrower, then the Administrative Agent may 110 designate one or more of the Domestic Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain jointly and severally liable to the Agents and the Lenders for the payment and performance of all Obligations and all Other Liabilities (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent under Section 9.04(c)(ii) to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower, provided that the Canadian Borrower shall be liable only for the Canadian Liabilities and the Collateral granted by the Canadian Borrower shall secure only the Canadian Liabilities. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Domestic Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerDomestic Borrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Domestic Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “"Lead Borrower” " shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent for all purposes under the Loan Documentsand attorney-in-fact to (i) obtain Credit Extensions, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement), designation (ii) to provide Administrative Agent with all other notices with respect to Loans and Letters of interest rates, delivery or receipt Credit obtained for the benefit of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), any Borrower and all other dealings with notices and instructions under this Agreement and (iii) to take such action as the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts deems appropriate on their behalf to obtain Loans and Letters of Credit and to exercise such appointmentother powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender Secured Party on account of Loans Credit Extensions so made and Letters of Credit so issued to it as if made directly by the Lenders applicable Person to such Borrower, notwithstanding the manner by which such Loans and Letters of Credit Extensions are recorded on the books and records of the Lead Borrower and of 110 110 any other Borrower. In addition, each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Lead Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents. Such appointment shall remain in full force and effect unless and until Administrative Agent shall have received prior written notice signed by each Borrower and each other Loan Party that such appointment has been revoked and that another Borrower has been appointed Lead Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving LoanCredit Extension. None of Neither the Agents Administrative Agent, nor any other Loan Secured Party shall have any obligation to see to the application of such proceedsproceeds therefrom. (d) The authority of the Lead Borrower to request Loans Each Lender and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) agree to provide all notices hereunder to the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by and each Borrower agrees that notices delivered to the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrowerdeemed to have been delivered to all Borrowers simultaneously.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such BorrowerXxxxxxxx’s agent for all purposes under the Loan Documentsto obtain Credit Extensions, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender Credit Party on account of Loans Credit Extensions so made and Letters of Credit so issued as if made directly by the Lenders applicable Credit Party to such Borrower, notwithstanding the manner by which such Loans and Letters of Credit Extensions are recorded on the books and records of the Lead Borrower and of any other Borrower. In addition, each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Lead Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes shall have joint and agrees several liability in respect of all Secured Obligations, without regard to any defense (other than the defense of payment), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Credit Parties, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge all of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and such Secured Obligations of each the Borrowers shall not be conditioned or contingent upon the pursuit by the Lenders or any other Person at any time of any right or remedy against any Borrower or against any other Person which may be or become liable in respect of all or any part of the other Borrowers as if the Borrower which is so assuming and agreeing were each Secured Obligations or against any Collateral or Guarantee therefor or right of the other Borrowersoffset with respect thereto. Each Borrower agrees hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a Request for Credit Extension) and may be enforced against each Borrower separately, whether or not enforcement of any noticeright or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, electionwith respect to any of the Credit Extensions made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Credit Extensions, communicationdiligence, representationpresentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agents, the LC Issuer or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable instrument referred to herein or against itany other Person under any other guarantee of, or security for, any of such amounts owing hereunder. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving LoanCredit Extension. None of Neither the Agents Administrative Agent nor any other Loan Credit Party shall have any obligation to see to the application of such proceedsproceeds therefrom. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Domestic Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Domestic Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Domestic Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Domestic Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Domestic Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Domestic Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of other Borrower; provided that the other Borrowers. Each Canadian Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by and the Lead UK Borrower shall be binding upon liable only for the Canadian Liabilities and enforceable against itthe UK Liabilities. (c) The Lead Borrower shall act as a conduit for each Domestic Borrower (including itself, as a “Domestic Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. None The Lead Borrower shall cause the transfer of the Agents proceeds of each Loan to the (those) Domestic Borrower(s) on whose behalf such Loan was obtained. Neither the Agent nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (d) Each of the Borrowers shall remain jointly and severally liable to the Agent and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower; provided that the Canadian Borrower and the UK Borrower shall be liable only for the Canadian Liabilities and the UK Liabilities and the Collateral granted by the Canadian Borrower and, if applicable, the UK Borrower, shall secure only the Canadian Liabilities and the UK Liabilities. (e) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Domestic Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerDomestic Borrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Domestic Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in the Administrative Agent's sole and absolute discretion); or (B) the Administrative Agent deems it inexpedient (in the Administrative Agent's sole and absolute discretion) to continue making Loans and cause Letters of Credit to be issued to or for the account of any particular Borrower, or to channel such Loans and Letters of Credit through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein. (d) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “"Lead Borrower” " shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes to obtain Revolving Credit Loans and L/Cs under the Loan DocumentsRevolving Credit, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreementthose set forth in Section 2- l(d), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Revolving Credit Lender on account of Revolving Credit Loans so made and Letters of Credit L/Cs so issued under the Revolving Credit as if made directly by the Revolving Credit Lenders to such that Borrower, notwithstanding the manner by which such Revolving Credit Loans and Letters of Credit L/Cs are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder under the Revolving Credit is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations Liabilities of each of the all other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Credit Loan. (d) The proceeds of each loan and advance provided under the Revolving Credit which is requested by the Lead Borrower shall be deposited into the Operating Account or as otherwise indicated by the Lead Borrower. None The Lead Borrower shall cause the transfer of the Agents proceeds thereof to the (those) Borrower(s) on whose behalf such loan and advance was obtained. Neither the Administrative Agent nor any other Loan Party Revolving Credit Lender shall have any obligation to see to the application of such proceeds. (de) If, for any reason, and at any time during the term of this Agreement, (i) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in the Administrative Agent's sole and absolute discretion); or (ii) the Administrative Agent deems it inexpedient (in the Administrative Agent's sole and absolute discretion) to continue making Revolving Credit Loans and issue L/Cs to or for the account of any particular Borrower, or to channel such Revolving Credit Loans and L/Cs through the Lead Borrower, then the Revolving Credit Lenders may make Revolving Credit Loans directly to, and issue L/Cs directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which loans or advances may be made without regard to the procedures otherwise included herein. (f) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Revolving Credit Loans and L/Cs are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (g) Each of the Borrowers shall remain liable to the Administrative Agent and the Revolving Credit Lenders for the payment and performance of all Liabilities (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Revolving Credit Loans or L/Cs to or for the benefit of any Borrower. (h) The authority of the Lead Borrower to request Loans and Letters of Credit loans on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in Section 2-21(e), above, or the Administrative Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiij) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “"Lead Borrower” " shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes to obtain loans and advances under the Loan DocumentsRevolving Credit, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreementthose set forth in Section 2.1(c), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans loans and advances so made and Letters of under the Revolving Credit so issued as if made directly by the Lenders Lender to such that Borrower, notwithstanding the manner by which such Loans loans and Letters of Credit advances are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder under the Revolving Credit is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to fully, faithfully, and punctually discharge all Obligations Liabilities of each all of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Credit Loan. (d) The proceeds of each loan and advance provided under the Revolving Credit which is requested by the Lead Borrower shall be deposited into the Operating Account or as otherwise indicated by the Lead Borrower. None The Lead Borrower shall cause the transfer of the Agents nor any other Loan Party proceeds thereof to the (those) Borrower(s) on whose behalf such loan and advance was obtained. The Lender shall not have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentset forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any other Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all the other BorrowersBorrower. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers Borrower as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in the Administrative Agent’s sole and absolute discretion); or (B) the Administrative Agent deems it inexpedient (in the Administrative Agent’s sole and absolute discretion) to continue making Loans and cause Letters of Credit to be issued to or for the account of any particular Borrower, or to channel such Loans and Letters of Credit through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein. (d) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent for all purposes under the Loan Documentsand attorney-in-fact to (i) obtain Credit Extensions, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement), designation (ii) to provide Administrative Agent with all other notices with respect to Loans and Letters of interest rates, delivery or receipt Credit obtained for the benefit of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), any Borrower and all other dealings with notices and instructions under this Agreement and (iii) to take such action as the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts deems appropriate on their behalf to obtain Loans and Letters of Credit and to exercise such appointmentother powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender Secured Party on account of Loans Credit Extensions so made and Letters of Credit so issued as if made directly by the Lenders applicable Person to such Borrower, notwithstanding the manner by which such Loans and Letters of Credit Extensions are recorded on the books and records of the Lead Borrower and of any other Borrower. In addition, each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Lead Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents. Such appointment shall remain in full force and effect unless and until Administrative Agent shall have received prior written notice signed by each Borrower and each other Loan Party that such appointment has been revoked and that another Borrower has been appointed Lead Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself) on whose behalf the Lead Borrower has requested a Revolving Loan. None of the Agents nor any other Loan Party shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentset forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor therefore is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. None The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (d) Each of the Borrowers shall remain liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (e) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives receives: (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by a Financial Officer of each Borrower (other than the respective Responsible Officers chief executive officer of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and (ii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by a Financial Officer of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. None The Lead Borrower shall cause the transfer of the Agents proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. Neither the Agent nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (d) Each of the Borrowers shall remain jointly and severally liable to the Agent and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (e) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (Credit, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentotherwise to act on its behalf as provided herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans so made and Letters of Credit so issued as if made directly by the Lenders to such Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any other Borrower. (b) Each Borrower represents to the Loan Credit Parties that it is an integral part of a consolidated enterprise, enterprise and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a Borrower) on whose behalf the Lead Borrower has requested a Revolving Loan. None of the Agents nor any other Loan Credit Party shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Financial Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes to obtain loans and advances under the Loan DocumentsRevolving Credit, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreementthose set forth in Section 2:2-1(d), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants2:2-1(d), and all other dealings with the Administrative Agent2:2-1(d)(i), the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment2:2-1(d)(ii). As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Revolving Credit Lender on account of Loans loans and advances so made and Letters of under the Revolving Credit so issued as if made directly by the Revolving Credit Lenders to such that Borrower, notwithstanding the manner by which such Loans loans and Letters of Credit advances are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder under the Revolving Credit is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations Liabilities of each of the other Borrowers as if the that Borrower which is so assuming and agreeing were was each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Credit Loan. (d) The proceeds of each loan and advance provided under the Revolving Credit which is requested by the Lead Borrower shall be deposited into the Operating Account or as otherwise indicated by the Lead Borrower. None The Lead Borrower shall cause the transfer of the Agents proceeds thereof to the (those) Borrower(s) on whose behalf such loan and advance was obtained. Neither the Agent nor any other Loan Party Revolving Credit Lender shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations and Other Liabilities of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in its reasonable judgment); or (B) the Administrative Agent, in its reasonable judgment, deems it inexpedient to continue making Loans and cause Letters of Credit to be issued to or for the account of any particular Borrower, or to channel such Loans and Letters of Credit through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included in this Section 9.04. (d) In the event that the Administrative Agent determines under Section 9.04(c)(ii) to forgo the procedures included herein pursuant to which Loans and Letters of Credit are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain jointly and severally liable to the Agents and the Lenders for the payment and performance of all Obligations and all Other Liabilities (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent under Section 9.04(c)(ii) to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “"Lead Borrower” " shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in the Administrative Agent's sole and absolute discretion); or (B) the Administrative Agent deems it inexpedient (in the Administrative Agent's sole and absolute discretion) to continue making Loans and cause Letters of Credit to be issued to or for the account of any particular Borrower, or to channel such Loans and Letters of Credit through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein. (d) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and (iii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “"Lead Borrower” " shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (Credit, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans so made and Letters of Credit so issued as if made directly by the Lenders to such Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any other Borrower. (b) Each Borrower represents to the Loan Credit Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a Borrower) on whose behalf the Lead Borrower has requested a Revolving Loan. None of the Agents nor any other Loan Credit Party shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and , (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers an Authorized Person of each Borrower; Borrower and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower Command Security Corporation as such that Borrower’s agent for all purposes under (Command Security Corporation, in such capacity, is referred to herein as the Loan Documents, including obtaining Loans “Lead Borrower”) to obtain Advances and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender Xxxxx Fargo on account of Loans Advances so made and Letters of Credit so issued hereunder as if made directly by the Lenders Xxxxx Fargo to such that Borrower, notwithstanding the manner by which such Loans Advance and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loanan Advance. None The Lead Borrower shall cause the transfer of the Agents nor any other Loan Party proceeds of each Advance to the Person(s) constituting Borrower on whose behalf such Advance was obtained. Xxxxx Fargo shall have any no obligation to see to the application of such proceeds. (c) If, for any reason, and at any time during the term of this Agreement, Borrower, including the Lead Borrower, as agent, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by Xxxxx Fargo in Xxxxx Fargo’s sole and absolute discretion), then Xxxxx Fargo may make Advances directly to, and cause the issuance of Letters of Credit directly for the account of such of the Persons constituting Borrower as Xxxxx Fargo determines to be expedient, which Advances may be made without regard to the procedures otherwise included herein. (d) Each Borrower shall remain liable to Xxxxx Fargo for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each Borrower) notwithstanding any determination by Xxxxx Fargo to cease making Advances or causing Letters of Credit to be issued to or for the benefit of any Borrower. (e) The authority of the Lead Borrower to request Loans and Letters of Credit Advances on behalf of, and to bind, the BorrowersBorrower, shall continue unless and until the Administrative Agent Xxxxx Fargo acts as provided in subparagraph (c), above, or Xxxxx Fargo actually receives written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and (iii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of Borrower eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentset forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor therefore is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. None The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (d) Each of the Borrowers shall remain liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (e) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives receives: (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers a Financial Officer of each BorrowerBorrower (other than the chief executive officer of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (A) accepting such appointment and appointment, (B) acknowledging that such removal and appointment has been effected by a Financial Officer of each Borrower, and (C) acknowledging that, from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent for all purposes under the Loan Documentsto obtain Credit Extensions, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender Credit Party on account of Loans Credit Extensions so made and Letters of Credit so issued as if made directly by the Lenders applicable Credit Party to such Borrower, notwithstanding the manner by which such Loans and Letters of Credit Extensions are recorded on the books and records of the Lead Borrower and of any other Borrower. In addition, each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Lead Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents. (ba) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge dischargeshall have joint and several liability in respect of all Secured Obligations of each of the other Borrowers as if Borrowers., without regard to any defense (other than the Borrower defense of payment), setoff or counterclaim which is so assuming and agreeing were each may at any time be available to or be asserted by any other Loan Party against the Credit Parties, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other Borrowersinstance, and such Secured Obligations of the Borrowers shall not be conditioned or contingent upon the pursuit by the Lenders or any other Person at any time of any right or remedy against any Borrower or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any Collateral or Guaranty therefor or right of offset with respect thereto. Each Borrower agrees hereby acknowledge that any notice, election, communication, representation, agreement or undertaking made on its behalf by this Agreement is the Lead independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a Request for Credit Extension) and may be binding upon and enforceable enforced against it.each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Credit (cb) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving LoanCredit Extension. None of Neither the Agents Administrative Agent nor any other Loan Credit Party shall have any obligation to see to the application of such proceedsproceeds therefrom. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent for all purposes under the Loan Documentsto receive notices on behalf of any Borrower, including obtaining and on a nonexclusive basis, without prohibiting any Borrower to act on its own account, to obtain Loans and Letters of Credit (Credit, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans so made and Letters of Credit so issued as if made directly by the Lenders to such Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any other Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a Borrower) on whose behalf the Lead Borrower has requested a Revolving Loan. None of the Agents Administrative Agent nor any other Loan Party Lender or Issuer shall have any obligation to see to the application of such proceeds. (dc) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Authorized Officer of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under to obtain the Term Loan Documentshereunder, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans the Term Loan so made and Letters of Credit so issued as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are the Term Loan is recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor therefore is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving the Term Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of the Term Loan to the (those) Borrower(s) on whose behalf the Term Loan (or any portion thereof) was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in the Administrative Agent's sole and absolute discretion); or (B) the Administrative Agent deems it inexpedient (in the Administrative Agent's sole and absolute discretion) to make the Term Loan to or for the account of any particular Borrower, or to channel the Term Loan (or any portion thereof) through the Lead Borrower, then the Lenders may make the Term Loan directly to such of the Borrowers as the Administrative Agent determines to be expedient, which Term Loan may be made without regard to the procedures otherwise included herein. (d) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which the Term Loan is to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease to make the Term Loan to or for the benefit of any Borrower. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives receives: (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “"Lead Borrower” " shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (ai) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under to obtain the Loan Documentshereunder, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreementthose set forth in Section 2(a)(iii), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans the Loan so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are the Loan is recorded on the books and records of the Lead Borrower and of any Borrower. (bii) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations Liabilities of each of the all other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (ciii) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving the Loan. None . (iv) The proceeds of the Agents nor any other Loan Party shall be deposited into the Operating Account or as otherwise indicated by the Lead Borrower pursuant to the Notice of Borrowing. The Lead Borrower shall cause the transfer of the proceeds thereof to the (those) Borrower(s) on whose behalf the Loan was obtained. The Lender shall not have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in the Administrative Agent’s sole and absolute discretion); or (B) the Administrative Agent deems it inexpedient (in the Administrative Agent’s sole and absolute discretion) to continue making Loans and cause Letters of Credit to be issued to or for the account of any particular Borrower, or to channel such Loans and Letters of Credit through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein. (d) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (or Acceptances hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit and Acceptances so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit and Acceptances are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Subject to Section 2.7, the Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement; or (B) the Administrative Agent deems it inexpedient (in the Administrative Agent’s sole and absolute discretion) to continue making Loans and cause Letters of Credit and Acceptances to be issued to or for the account of any particular Borrower, or to channel such Loans and Letters of Credit and Acceptances through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit and Acceptances directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein. (d) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit and Acceptances are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain jointly and severally liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit or Acceptances to be issued to or for the benefit of any Borrower. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment and has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) []Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower[']’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a ["]“Borrower["]”) on whose behalf the Lead Borrower has requested a Revolving Loan. None The Lead Borrower shall cause the transfer of the Agents proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. Neither the Agent nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (d) Each of the Borrowers shall remain jointly and severally liable to the Agent and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. 114[114] (e) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term ["]“Lead Borrower["]” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentset forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any other Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all the other BorrowersBorrower. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers Borrower as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in the Administrative Agent's sole and absolute discretion); or (B) the Administrative Agent deems it inexpedient (in the Administrative Agent's sole and absolute discretion) to continue making Loans and cause Letters of Credit to be issued to or for the account of any particular Borrower, or to channel such Loans and Letters of Credit through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein. (d) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “"Lead Borrower” " shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Domestic Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Domestic Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Domestic Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Domestic Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such that Domestic Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any Domestic Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations and Other Liabilities and the Canadian Liabilities of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of other Borrower, provided that the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Canadian Borrower shall be binding upon and enforceable against itliable only for the Canadian Liabilities. (c) The Lead Borrower shall act as a conduit for each Domestic Borrower (including itself, as a “Domestic Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Domestic Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Domestic Borrower, including the Lead Borrower, as agent for the Domestic Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in its reasonable judgment); or (B) the Administrative Agent, in its reasonable judgment, deems it inexpedient to continue making Loans and cause Letters of Credit to be issued to or for the account of any particular Domestic Borrower, or to channel such Loans and Letters of Credit through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit directly for the account of such of the Domestic Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included in this Section 9.04. (d) In the event that the Administrative Agent determines under Section 9.04(c)(ii) to forgo the procedures included herein pursuant to which Loans and Letters of Credit are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Domestic Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain jointly and severally liable to the Agents and the Lenders for the payment and performance of all Obligations and all Other Liabilities (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent under Section 9.04(c)(ii) to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower, provided that the Canadian Borrower shall be liable only for the Canadian Liabilities and the Collateral granted by the Canadian Borrower shall secure only the Canadian Liabilities. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Domestic Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerDomestic Borrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Domestic Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Revolving Credit Loans and Letters of Credit (Credit, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Revolving Credit Loans so made and Letters of Credit so issued as if made directly by the Lenders to such Borrower, notwithstanding the manner by which such Revolving Credit Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any other Borrower. (b) . Each Borrower represents to the Loan Credit Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a Borrower) on whose behalf the Lead Borrower has requested a Revolving Credit Loan. None of the Agents nor any other Loan Credit Party shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes to obtain loans and advances under the Loan DocumentsRevolving Credit, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including set forth in respect of compliance with covenantsSection 2.1(b)(iii), and all other dealings with to request the Administrative Agent, the Collateral Agent, any issuance of L/C Issuer or Cs for the account of any Lender. The Lead Borrower hereby accepts such appointmentfor those uses set forth in Section 2.1(b)(iii). As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans loans and advances so made and Letters of under the Revolving Credit so issued as if made directly by the Lenders Lender to such that Borrower, notwithstanding the manner by which such Loans loans and Letters of Credit advances are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder under the Revolving Credit is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations Liabilities of each of the other Borrowers as if the that Borrower which is so assuming and agreeing were was each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Credit Loan. (d) The proceeds of each loan and advance provided under the Revolving Credit which is requested by the Lead Borrower shall be deposited into the Operating Account or as otherwise indicated by the Lead Borrower. None The Lead Borrower shall cause the transfer of the Agents nor any other Loan Party proceeds thereof to the (those) Borrower(s) on whose behalf such loan and advance was obtained. The Lender shall not have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain[ Revolving Credit] Loans and Letters of Credit (Credit, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of of[ Revolving Credit] Loans so made and Letters of Credit so issued as if made directly by the Lenders to such Borrower, notwithstanding the manner by which such such[ Revolving Credit] Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any other Borrower. (b) Each Borrower represents to the Loan Credit Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a Borrower) on whose behalf the Lead Borrower has requested a a[ Revolving Credit] Loan. None of the Agents nor any other Loan Credit Party shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request request[ Revolving Credit] Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Financial Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit so issued hereunder as if made directly by the Lenders to such or for the benefit of that Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any other Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor therefore is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. (d) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (de) If, for any reason, and at any time during the term of this Agreement, any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement (as determined by the Administrative Agent in the Administrative Agent’s sole and absolute discretion) then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein. (f) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (g) Each of the Borrowers shall remain liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit to be issued to or for the benefit of any Borrower. (h) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (e), above, or the Administrative Agent actually receives receives: (i) written notice of: (ix) the termination of such authority; , and (iiy) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers an executive officer of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (x) accepting such appointment; (y) acknowledging that such removal and appointment has been effected by the respective executive officers of such Borrowers eligible for borrowing under this Agreement; and (z) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (or Acceptances hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit and Acceptances so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit and Acceptances are recorded on the books and records of the Lead Borrower and of any Borrower.. ​ (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Subject to Section 2.7, the Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Revolving Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement; or (B) the Administrative Agent deems it inexpedient (in the Administrative Agent’s sole and absolute discretion) to continue making Loans and cause Letters of Credit and Acceptances to be issued to or for the account of any particular Borrower, or to channel such Loans and Letters of Credit and Acceptances through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit and Acceptances directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein. (d) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit and Acceptances are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain jointly and severally liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit or Acceptances to be issued to or for the benefit of any Borrower. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives ​ ​ ​ (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes to obtain loans and advances under the Loan DocumentsRevolving Credit, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation those set forth in Section 2.1(d) and to request the issuance of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any LenderCs and Banker's Acceptances for such Borrower. The Borrowers further irrevocably designate and appoint Retail Ventures Imports, Inc. as their agent to request the issuance of L/Cs and Banker's Acceptances for such Borrower (to the extent that the Lead Borrower hereby accepts does not make such appointmentrequest). As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative each Agent and each Revolving Credit Lender on account of Loans loans and advances so made to, and Letters of Credit L/Cs and Banker's Acceptances so issued for it under the Revolving Credit as if made directly by the Revolving Credit Lenders to such that Borrower, notwithstanding the manner by which such Loans loans and Letters of Credit advances are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder under the Revolving Credit is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor it is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to fully, faithfully, and punctually discharge all Obligations Liabilities of all of the Borrowers and hereby guarantees the payment and performance of all Liabilities of all other Borrowers. (c) The proceeds of each of loan and advance provided under the other Borrowers as if the Borrower Revolving Credit which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf requested by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself) on whose behalf deposited into the Lead Borrower has requested a Revolving Loan. None Operating Account of the Agents applicable Borrower. Neither the Administrative Agent nor any other Loan Party Revolving Credit Lender shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (or Acceptances hereunder, the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointmentthose set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent Agents and each Lender on account of Loans so made and Letters of Credit and Acceptances so issued hereunder as if made directly by the Lenders to such that Borrower, notwithstanding the manner by which such Loans and Letters of Credit and Acceptances are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes assumes, guarantees, and agrees to discharge all Obligations of each of the all other Borrowers as if the Borrower which is so assuming and agreeing guarantying were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against itBorrower. (c) The Subject to Section 2.7, the Lead Borrower shall act as a conduit for each Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower has requested a Revolving Loan. (i) The Lead Borrower shall cause the transfer of the proceeds of each Loan to the (those) Borrower(s) on whose behalf such Loan was obtained. None of Neither the Agents nor any other Loan Party Lender shall have any obligation to see to the application of such proceeds. (ii) If, for any reason, and at any time during the term of this Agreement, (A) any Borrower, including the Lead Borrower, as agent for the Borrowers, shall be unable to, or prohibited from carrying out the terms and conditions of this Agreement; or (B) the Administrative Agent deems it inexpedient (in the Administrative Agent's sole and absolute discretion) to continue making Loans and cause Letters of Credit and Acceptances to be issued to or for the account of any particular Borrower, or to channel such Loans and Letters of Credit and Acceptances through the Lead Borrower, then the Lenders may make Loans directly to, and cause the issuance of Letters of Credit and Acceptances directly for the account of such of the Borrowers as the Administrative Agent determines to be expedient, which Loans may be made without regard to the procedures otherwise included herein. (d) In the event that the Administrative Agent determines to forgo the procedures included herein pursuant to which Loans and Letters of Credit and Acceptances are to be channeled through the Lead Borrower, then the Administrative Agent may designate one or more of the Borrowers to fulfill the financial and other reporting requirements otherwise imposed herein upon the Lead Borrower. (e) Each of the Borrowers shall remain jointly and severally liable to the Agents and the Lenders for the payment and performance of all Obligations (which payment and performance shall continue to be secured by all Collateral granted by each of the Borrowers) notwithstanding any determination by the Administrative Agent to cease making Loans or causing Letters of Credit or Acceptances to be issued to or for the benefit of any Borrower. (f) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent acts as provided in subparagraph (c), above, or the Administrative Agent actually receives receives (i) written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is 121 signed by the respective Responsible Officers Presidents of each BorrowerBorrower (other than the President of the Lead Borrower being replaced) then eligible for borrowing under this Agreement; and and (iiiii) written notice from such successive Lead Borrower (i) accepting such appointment; (ii) acknowledging that such removal and appointment has been effected by the respective Presidents of such Borrowers eligible for borrowing under this Agreement; and (iii) acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “"Lead Borrower” " shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) i. Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Revolving Credit Loans and Letters of Credit (Credit, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Revolving Credit Loans so made and Letters of Credit so issued as if made directly by the Lenders to such Borrower, notwithstanding the manner by which such Revolving Credit Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any other Borrower. (b) ii. Each Borrower represents to the Loan Credit Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) iii. The Lead Borrower shall act as a conduit for each Borrower (including itself, as a Borrower) on whose behalf the Lead Borrower has requested a Revolving Credit Loan. None of the Agents nor any other Loan Credit Party shall have any obligation to see to the application of such proceeds. (d) iv. The authority of the Lead Borrower to request Revolving Credit Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Financial Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such that Borrower’s 's agent for all purposes to obtain loans and advances under the Loan DocumentsRevolving Credit, including obtaining Loans and Letters of Credit (the proceeds of which shall be available to each Borrower for such those uses as are permitted under this Agreement), designation those set forth in Section 2.1(d) and to request the issuance of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any LenderCs and Banker's Acceptances for such Borrower. The Lead Borrower hereby accepts Value City Entities and Filene's further irrevocably designate and appoint Value City Imports (a division of Schottenstein Stores Corporation) as their agent to request the issuance of L/Cs and Banker's Acceptances for such appointmentBorrower. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative each Agent and each Revolving Credit Lender on account of Loans loans and advances so made to, and Letters of Credit L/Cs and Banker's Acceptances so issued for, its Division under the Revolving Credit as if made directly by the Revolving Credit Lenders to such that Borrower, notwithstanding the manner by which such Loans loans and Letters of Credit advances are recorded on the books and records of the Lead Borrower and of any Borrower. (b) Each Borrower represents to the Loan Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder under the Revolving Credit is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor it is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to fully, faithfully, and punctually discharge all Obligations Liabilities of all of the Borrowers and hereby guarantees the payment and performance of all Liabilities of all other Borrowers. (c) The proceeds of each of loan and advance provided under the other Borrowers as if the Borrower Revolving Credit which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf requested by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself) on whose behalf deposited into the Lead Borrower has requested a Revolving Loan. None Operating Account of the Agents applicable Division. Neither the Administrative Agent nor any other Loan Party Revolving Credit Lender shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.

Designation of Lead Borrower as Borrowers’ Agent. (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent for all purposes under the Loan Documents, including obtaining to obtain Loans and Letters of Credit (Credit, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement), designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans so made and Letters of Credit so issued as if made directly by the Lenders to such Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the books and records of the Lead Borrower and of any other Borrower. (b) Each Borrower represents to the Loan Credit Parties that it is an integral part of a consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise which the Loan Parties comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a Borrower) on whose behalf the Lead Borrower has requested a Revolving Loan. None of the Agents nor any other Loan Credit Party shall have any obligation to see to the application of such proceeds. (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of, and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually receives written notice of: (i) the termination of such authority; , and (ii) the subsequent appointment of a successor Lead Borrower, which notice is signed by the respective Responsible Financial Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting such appointment and acknowledging that from and after the date of such appointment, the newly appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead Borrower” shall mean and include the newly appointed Lead Borrower.