Common use of Joint and Several Liability of Borrowers Clause in Contracts

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks account therefore in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing Bank, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Facing Banks account therefore in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's ’s obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's ’s obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Collateral Agent under the Security Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing Facing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing Facing Bank, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Credit Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, Agent or the Lenders or any of the Issuing Banks account therefore therefor in their respective books and records. In furtherance and not in limitation of Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender Agent or any Issuing BankLender, any successors or assigns thereof, or any holder of any Revolving Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender Agent or any Issuing BankLender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers Borrower shall be jointly and severally liable hereunder and under each of the other Loan Documents with respect to all Obligations, regardless of which of the Borrowers Borrower actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Holdings (individually or as Funds Administrator), any other Borrower, the Borrowers, the Administrative Agent, the Lenders Agent or any of the Issuing Banks account therefore Lender accounts therefor in their respective books and records. In furtherance and not in limitation of Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers a Borrower hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other BorrowersBorrower, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Collateral Documents by, any of the Borrowers Borrower or any other Loan Party shall be impaired or released by (A) the failure of the Administrative Agent, any Lender Agent or any Issuing BankLender, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender Agent or any Issuing BankLender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES THAT SUCH BORROWER MAY HAVE BECAUSE THE BORROWERS' OBLIGATIONS UNDER THE LOAN DOCUMENTS ARE SECURED BY REAL PROPERTY. THIS MEANS, AMONG OTHER THINGS: (1) AGENT OR LENDERS MAY COLLECT FROM SUCH BORROWER WITHOUT FIRST FORECLOSING ON ANY REAL OR PERSONAL PROPERTY COLLATERAL PLEDGED BY ANY OTHER BORROWER; AND (2) IF AGENT OR LENDERS FORECLOSE ON ANY REAL PROPERTY COLLATERAL PLEDGED BY ANY BORROWER, THEN: (A) THE AMOUNT OF THE OBLIGATIONS MAY BE REDUCED ONLY BY THE PRICE FOR WHICH SUCH COLLATERAL IS SOLD AT THE FORECLOSURE SALE, EVEN IF SUCH COLLATERAL IS WORTH MORE THAN THE SALE PRICE; OR (B) AGENT OR LENDERS MAY COLLECT FROM SUCH BORROWER EVEN IF AGENT OR LENDERS, BY FORECLOSING ON THE REAL PROPERTY COLLATERAL, HAVE DESTROYED ANY RIGHT SUCH BORROWER MAY HAVE TO COLLECT FROM ANY OTHER BORROWER. THIS IS AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES SUCH BORROWER MAY HAVE BECAUSE ANY OF THE OTHER BORROWERS' OBLIGATIONS UNDER THE LOAN DOCUMENTS ARE SECURED BY REAL PROPERTY. THESE RIGHTS AND DEFENSES INCLUDE, BUT ARE NOT LIMITED TO, ANY RIGHTS OR DEFENSES BASED UPON SECTION 580a, 580b, 580d, OR 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE (THE "CCP"). IN ADDITION, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY AGENT OR LENDERS, EVEN THOUGH SUCH ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE, HAS DESTROYED SUCH BORROWER'S RIGHTS BY THE OPERATION OF SECTION 580d OF THE CCP OR OTHERWISE.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Credit Documents with respect to all Obligations, regardless of which of the Borrowers such Persons actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks Borrowers account therefore therefor or Lender accounts therefor in their respective books and records. In furtherance and not in limitation of Notwithstanding the foregoing, (i) each Borrower's the obligations and liabilities of the respective Borrowers with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for its accountreceives, and related fees, costs and expenses, and (ii) each Borrower's the obligations and liabilities of the respective Borrowers arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other BorrowersBorrower, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such BorrowerBorrowers. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent Lender under the Security Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing BankLender, any successors or assigns thereof, or any holder of any Revolving Loan Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, Borrower or any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing BankLender, or any other event or condition with respect to any the other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Documents Financing Agreements with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds AdministratorAdministrative Borrower, the Borrowers, the Administrative Agent, Term Loan Agent or the Lenders or any of the Issuing Banks account therefore therefor in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's ’s obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit Accommodations issued for its account, and related fees, costs and expenses, and (ii) each Borrower's ’s obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters Letter of Credit Accommodations issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens liens granted to the Administrative Agent under the Security Documents Financing Agreements by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, Term Loan Agent, any Lender or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, Loan Party or any Subsidiary of any BorrowerLoan Party, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender Term Loan Agent or any Issuing BankLender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, Borrower or a guarantor or surety of or for any or all Obligor of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower. The amount of any Borrower’s liability in respect of this Section 13.9 shall be subject to that certain Contribution, Incentive and Offset Agreement dated as of the Original Closing Date (as amended, supplemented or otherwise modified from time to time) among the Loan Parties and Obligors.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Credit Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, Agent or the Lenders or any of the Issuing Banks account therefore therefor in their respective books and records. In furtherance and not in limitation of Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Collateral Documents by, any of the Borrowers shall be impaired or released by (Aa) the failure of the Administrative Agent, any Lender Agent or any Issuing BankLender, any successors or assigns thereof, or any holder of any Revolving Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (Bb) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (Cc) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (Dd) any action or inaction on the part of the Administrative Agent, any Lender Agent or any Issuing BankLender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Obligations; and (Ee) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers ---------------------------------------- shall be jointly and severally liable hereunder and under each of the other Loan Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds AdministratorParent, the Borrowers, the Administrative Agent, Agent or the Lenders or any of the Issuing Banks account therefore therefor in their respective books and records. In furtherance and not in limitation of Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit or Risk Participation Agreements issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit or Risk Participation Agreements issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender Agent or any Issuing BankLender, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender Agent or any Issuing BankLender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly hereby irrevocably and severally liable hereunder unconditionally accepts, not merely as a surety but also as a co-debtor, joint and under each of several liability with the other Loan Documents Borrowers with respect to the payment and performance of all of the Obligations, regardless of which it being the intention of the Borrowers actually receives parties that all the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks account therefore in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of Obligations are the joint and several liability obligations of each of the Borrowers hereunder without preferences or distinction among them. If and to the extent that a Borrower fails to make any payment with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand as and when due or to exercise perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or enforce perform, such Obligation. 6 (b) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any rightDefault or Event of Default, power or remedy against of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Funds AdministratorLender under or in respect of any of the Obligations, any Borrowerrequirement of diligence and, any Subsidiary generally, all demands, notices and other formalities of any Borrowerevery kind in connection with this Agreement. Each Borrower hereby assents to, any other Personand waives notice of, the Collateral or otherwise; (B) any extension or renewal postponement of the time for the payment of any period (whether of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or not longer than other action or acquiescence by the original period) Lender at any time or exchange times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the release addition, substitution or compromise release, in whole or in part, of any obligation Borrower. Without limiting the generality of the foregoing, each Borrower assents to any nature of any Person with respect thereto; (C) the surrender, release other action or exchange of all delay in acting or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect failure to any such property; (D) any action or inaction act on the part of the Administrative AgentLender, including, without limitation, any Lender failure strictly or diligently to assert any Issuing Bankright or to pursue any remedy or to comply fully with applicable laws or regulations thereunder that, but for the provisions of this Section 2.5, afford grounds for terminating, discharging or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, relieving such Borrower, in whole or a guarantor or surety in part, from any of or for its obligations under this Section 2.5, it being the intention of each Borrower that, so long as any or all of the Obligations; and (E) any other actObligations hereunder remain unsatisfied, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower under this Section 2.5 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 2.5 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to any Borrower or the Lender. The Borrowers’ joint and several liability hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Borrower.change whatsoever in the name, membership, constitution or place of formation of any Borrower or the Lender. (c) The provisions of this Section 2.5 shall remain in effect until all the Obligations have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise, the provisions of this Section 2.5 will forthwith be reinstated and in effect as though such payment had not been made. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, the obligations of each Borrower hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable bankruptcy, insolvency, assignment for the benefit of creditors or other debtor-relief Law. ARTICLE III

Joint and Several Liability of Borrowers. (a) All Loans, upon funding, shall be deemed to be jointly funded to and received by each of the Borrowers. Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Documents with respect to this Agreement for all Obligations, regardless of the manner or amount in which of the Borrowers actually receives the proceeds of Loans are used, allocated, shared or disbursed by or among the Loans or the benefit of any other extensions of credit hereunderBorrowers, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders an Agent and/or any Lender accounts for such Loans or any other extensions of the Issuing Banks account therefore in their respective credit on its books and records. In furtherance and not in limitation Each of the foregoingBorrowers shall be liable for all amounts due to an Agent and/or any Lender from any of the Borrowers under this Agreement, regardless of which of them actually receives Loans or other extensions of credit hereunder or the amount of such Loans and extensions of credit received or the manner in which such Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and records. The Obligations of each of the Borrowers under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) each the validity or enforceability, avoidance, or subordination of the Obligations of either Borrower or of any promissory note or other document evidencing all or any part of the Obligations of either of the Borrowers, (ii) the absence of any attempt to collect the Obligations from either Borrower's obligations and liabilities , or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance, or granting of any indulgence by an Agent and/or any Lender with respect to proceeds any provision of Loans any instrument evidencing the Obligations of either Borrower, or any part thereof, or any other agreement executed as of the Closing Date or thereafter executed by either Borrower and delivered to an Agent and/or any Lender, (iv) the failure by an Agent and/or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of either Borrower, (v) an Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by either Xxxxxxxx, as debtor in possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of an Agent’s and/or any Xxxxxx’s claim(s) for the repayment of the Obligations of either Borrower under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which it receives might constitute a legal or Letters equitable discharge or defense of Credit issued a guarantor or of either Borrower (in each case, other than the defense of repayment in full of the Obligations (other than any contingent obligations for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities which no claim has been made). With respect to any Obligations of either Borrower arising as a result of the their joint and several liability of the Borrowers hereunder with respect to proceeds any Loans or other extensions of Loans received by, credit made to one or Letters of Credit issued for the account of, any of the other Borrowershereunder, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Documents by, any each of the Borrowers waives, until the Obligations shall be impaired have been paid in full (other than any contingent obligations for which no claim has been made) and this Agreement shall have been terminated, any right to enforce any right of subrogation or released by (A) the failure any remedy which an Agent and/or any Lender had as of the Administrative AgentClosing Date or may have thereafter against one or the other, any Lender endorser or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange guarantor of all or any part of the Obligations, and any property (including without limitation the Collateral) securing paymentbenefit of, performance and any right to participate in, any security or collateral given to an Agent and/or observance of any Lender to secure payment of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part other liability of the Administrative Agentother Borrower to an Agent and/or any Lender. Upon any Event of Default, the Agents may proceed directly and at once, without notice, against any Lender or any Issuing Bankof the Borrowers to collect and recover the full amount, or any portion of the Obligations, without first proceeding against one or the other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available toPerson, or a discharge of, such Borrower, against any security or a guarantor collateral for the Obligations. Each of the Borrowers consents and agrees that the Agents shall be under no obligation to marshal any assets in favor of either Borrower or surety against or in payment of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly Borrower is accepting joint and severally liable several liability hereunder and under each of the other Loan Documents in consideration of the financial accommodations to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations. Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all Obligations, regardless of which of the Borrowers actually receives Obligations (including any Obligations arising under this Section 10.15), it being the proceeds intention of the Loans parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. If and to the benefit of extent that any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or Borrower shall fail to make any payment with respect to any of the Issuing Banks account therefore in their respective books Obligations as and records. In furtherance and not in limitation when due or to perform any of the foregoingObligations in accordance with the terms thereof, (i) then in each Borrower's obligations and liabilities such event the other Borrowers will make such payment with respect to, or perform, such Obligation. The Obligations of each Borrower under the provisions of this Section 10.15 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to proceeds the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Revolving Credit Loans which it receives or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for its accountany payment under this Agreement, notice of any action at any time taken or omitted by any Agent or any other Secured Party under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by Applicable Law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account waives notice of, any extension or postponement of the other Borrowers, together with time for the related fees, costs and expenses, shall be separate and distinct obligations, both payment of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Documents by, any of the Borrowers shall be impaired or released by (A) Obligations, the failure of the Administrative Agent, any Lender or any Issuing Bank, any successors or assigns thereof, or any holder acceptance of any Note or payment of any of the Obligations to assert Obligations, the acceptance of any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administratorpartial payment thereon, any Borrowerwaiver, consent or other action or acquiescence by any Agent or any other Secured Party at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any Subsidiary and all other indulgences whatsoever by any Agent or any other Secured Party in respect of any Borrowerof the Obligations, and the taking, addition, substitution or release, in whole or in part, at any other Persontime or times, the Collateral or otherwise; (B) of any extension or renewal security for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release addition, substitution or compromise release, in whole or in part, of any obligation Borrower. Without limiting the generality of the foregoing, each Borrower assents to any nature of any Person with respect thereto; (C) other action or delay in acting or failure to act on the surrender, release or exchange of all or any part of any property (including Agent or any other Secured Party with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with Applicable Laws or regulations thereunder, which might, but for the Collateral) securing paymentprovisions of this Section 10.15 afford grounds for terminating, performance and/or observance discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 10.15, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 10.15 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 10.15 shall not be diminished or the compromise rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person similar proceeding with respect to any such property; (D) any action or inaction on the part of the Administrative AgentBorrower, any Lender or any Issuing Bank, Agent or any other event Secured Party. Each Borrower represents and warrants to the Agents and the other Secured Parties that such Borrower is currently informed of the financial condition of the other Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Agent and the other Secured Parties that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of the other Borrowers’ financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or condition nonperformance of the Obligations. Each Borrower waives all rights and defenses arising out of an election of remedies by any Agent or any other Secured Party, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or such Secured Party’s rights of subrogation and reimbursement against any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or . Each Borrower waives all of the Obligations; rights and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of defenses that such Borrower may have because the Obligations are or any become secured by real property. This means, among other Borrower.things:

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks account therefore in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's ’s obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's ’s obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither the joint and several liability of, nor the Liens granted to the Administrative Collateral Agent under the Security Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender Lender, the Collateral Agent or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Credit Documents with respect to all Obligations, regardless of which of the Borrowers such Persons actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks Borrowers account therefore therefor or Lender accounts therefor in their respective books and records. In furtherance and not in limitation of Notwithstanding the foregoing, (i) each Borrower's the obligations and liabilities of the respective Borrowers with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's the obligations and liabilities of the respective Borrowers arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other BorrowersBorrower, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrowerthe Borrowers. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent Lender under the Security Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing BankLender, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, Borrower or any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing BankLender, or any other event or condition with respect to any the other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Facing Banks account therefore in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Collateral Agent under the Security Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing Facing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension 139 or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing Facing Bank, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Credit Documents with respect to all Loans and all other Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks account Bank accounts therefore in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's ’s obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's ’s obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the any Liens which may be granted to the Administrative Agent under the Security Documents a Pledge Document by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any the Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any BorrowerSubsidiary, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any the Issuing Bank, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than indefeasible payment in full or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Related Documents with respect to all ObligationsLiabilities, regardless of which of the Borrowers Borrower actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders Borrowers or any of the Issuing Banks Lender account therefore therefor in their respective books and records. In furtherance and not in limitation of Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other BorrowersBorrower, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent Lender under the Security Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing BankLender, any successors or assigns thereof, or any holder of any Note or any of the Obligations Liabilities to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, Parent, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations Liabilities or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations Liabilities or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing BankLender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the ObligationsLiabilities, including, without limitation, Parent; and (E) any other act, matter or thing (other than payment or performance of the ObligationsLiabilities) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW] Xxxxxxxxx xx Xxxxxxx, Xxxxxxxx, as of the day and year first above written. DIPLOMAT DIRECT MARKETING CORPORATION, in its capacity as Funds Administrator By:_________________________________ Name Printed:_______________________ Its:________________________________ BROWNSTONE HOLDINGS, INC. By:_________________________________ Name Printed:_______________________ Its:________________________________ ECOLOGY KIDS, INC. By:_________________________________ Name Printed:_______________________ Its:________________________________ DIPLOMAT HOLDINGS, INC. By:_________________________________ Name Printed:_______________________ Its:________________________________ Secured Credit Agreement XXX XXXXXX LTD.

Joint and Several Liability of Borrowers. (a) All Loans, upon funding, shall be deemed to be jointly funded to and received by each of the Borrowers. Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Documents with respect to this Agreement for all Obligations, regardless of the manner or amount in which of the Borrowers actually receives the proceeds of Loans are used, allocated, shared or disbursed by or among the Loans or the benefit of any other extensions of credit hereunderBorrowers, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders an Agent and/or any Lender accounts for such Loans or any other extensions of the Issuing Banks account therefore in their respective credit on its books and records. In furtherance and not in limitation Each of the foregoingBorrowers shall be liable for all amounts due to an Agent and/or any Lender from any of the Borrowers under this Agreement, regardless of which of them actually receives Loans or other 161 extensions of credit hereunder or the amount of such Loans and extensions of credit received or the manner in which such Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and records. The Obligations of each of the Borrowers under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) each the validity or enforceability, avoidance, or subordination of the Obligations of either Borrower or of any promissory note or other document evidencing all or any part of the Obligations of either of the Borrowers, (ii) the absence of any attempt to collect the Obligations from either Borrower's obligations and liabilities , or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance, or granting of any indulgence by an Agent and/or any Lender with respect to proceeds any provision of Loans any instrument evidencing the Obligations of either Borrower, or any part thereof, or any other agreement executed as of the Closing Date or thereafter executed by either Borrower and delivered to an Agent and/or any Lender, (iv) the failure by an Agent and/or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of either Borrower, (v) an Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by either Borrower, as debtor in possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of an Agent’s and/or any Lender’s claim(s) for the repayment of the Obligations of either Borrower under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which it receives might constitute a legal or Letters equitable discharge or defense of Credit issued a guarantor or of either Borrower (in each case, other than the defense of repayment in full of the Obligations (other than any contingent obligations for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities which no claim has been made). With respect to any Obligations of either Borrower arising as a result of the their joint and several liability of the Borrowers hereunder with respect to proceeds any Loans or other extensions of Loans received by, credit made to one or Letters of Credit issued for the account of, any of the other Borrowershereunder, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Documents by, any each of the Borrowers waives, until the Obligations shall be impaired have been paid in full (other than any contingent obligations for which no claim has been made) and this Agreement shall have been terminated, any right to enforce any right of subrogation or released by (A) the failure any remedy which an Agent and/or any Lender had as of the Administrative AgentClosing Date or may have thereafter against one or the other, any Lender endorser or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange guarantor of all or any part of the Obligations, and any property (including without limitation the Collateral) securing paymentbenefit of, performance and any right to participate in, any security or collateral given to an Agent and/or observance of any Lender to secure payment of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part other liability of the Administrative Agentother Borrower to an Agent and/or any Lender. Upon any Event of Default, the Agents may proceed directly and at once, without notice, against any Lender or any Issuing Bankof the Borrowers to collect and recover the full amount, or any portion of the Obligations, without first proceeding against one or the other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available toPerson, or a discharge of, such Borrower, against any security or a guarantor collateral for the Obligations. Each of the Borrowers consents and agrees that the Agents shall be under no obligation to marshal any assets in favor of either Borrower or surety against or in payment of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Credit Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks account therefore in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing Bank, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Credit Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, Agent or the Lenders or any of the Issuing Banks account therefore therefor in their respective books and records. In furtherance and not in limitation of Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender Agent or any Issuing BankLender, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender Agent or any Issuing BankLender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Credit Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks account therefore in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Collateral Documents by, any of 122 the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing Bank, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Credit Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks Lenders account therefore therefor in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for on its accountbehalf, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing BankLender, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including including, without limitation the Collaterallimitation, any Collateral consisting of property of any other Borrower) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) except to the extent such action or inaction constitutes a breach of any Credit Document (as determined by a court of competent jurisdiction in a final and non-appealable decision), or any action or inaction on the part of the Administrative Agent, any Lender or any Issuing BankLender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers ---------------------------------------- shall be jointly and severally liable hereunder and under each of the other Loan Credit Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks Lenders account therefore therefor in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for on its accountbehalf, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing BankLender, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing BankLender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers Borrower jointly and severally agrees to pay, and shall be jointly and severally liable hereunder for the payment and under each performance of the other Loan Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks account therefore in their respective books . Each Borrower acknowledges and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of agrees that the joint and several liability of the Borrowers hereunder with respect is provided as an inducement to proceeds of Loans received byLender to provide loans and other financial accommodations to the Borrowers, and that each such loan or Letters of Credit issued for the account other financial accommodation shall be deemed to have been done or extended by Lender in consideration of, any of the other Borrowersand in reliance upon, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Documents by, any of the Borrowers shall be impaired or released by (A) the failure Borrowers. The joint and several liability of each Borrower hereunder is absolute, unconditional and continuing, regardless of the Administrative Agent, any Lender validity or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange enforceability of any of the Obligations Obligations, or the fact that a security interest or lien in any Collateral may not be enforceable or subject to equities or defenses or prior claims in favor of others, or may be invalid or defective in any way and for any reason. Each Borrower hereby waives: (i) all notices to which such Borrower may be entitled as a co-obligor with respect to the Obligations, including, without limitation, notice of (x) acceptance of this Agreement, (y) the making of loans or other financial accommodations under this Agreement, or the creation or existence of the Obligations, and (z) presentment, demand, protest, notice of protest and notice of non-payment; and (ii) all defenses based on (w) any modification (or series of modifications) of this Agreement or the other DIP Loan Documents that may create a substituted contract, or that may fundamentally alter the risks imposed on such Borrower hereunder, (x) the release of any other Borrower from its duties this Agreement or the other DIP Loan Documents, or the extension of the time of performance of any other Borrower’s duties hereunder or thereunder, (y) the taking, releasing, impairment or abandonment of any Collateral, or the settlement, release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing Bank, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower’s or Guarantors’ liabilities with respect to all or any portion of the Obligations, or (z) any other act (or any failure to act) that fundamentally alters the risks imposed on such Borrower by virtue of its joint and several liability hereunder. It is the intent of each Borrower by this paragraph to waive any and all suretyship defenses available to such Borrower with respect to the Obligations, whether or not specifically enumerated above.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers Borrower shall be jointly and severally liable hereunder and under each of the other Loan Related Documents with respect to all ObligationsLiabilities, regardless of which of the Borrowers Borrower actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders Borrowers or any of the Issuing Banks Lender account therefore therefor in their respective books and records. In furtherance and not in limitation of Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other BorrowersBorrower, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent Lender under the Security Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing BankLender, any successors or assigns thereof, or any holder of any Note or any of the Obligations Liabilities to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any BorrowerObligor or Holdings, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations Liabilities or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations Liabilities or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing BankLender, or any other event or condition with respect to any the other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the ObligationsLiabilities, including, without limitation, Holdings; and (E) any other act, matter or thing (other than payment or performance of the ObligationsLiabilities) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any the other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Credit Documents with respect to all Loans and all other Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks account Bank accounts therefore in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's ’s obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's ’s obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither the The joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Documents by, any of each of the Borrowers shall not be impaired or released by (A) the failure of the Administrative Agent, any Lender or any the Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any BorrowerSubsidiary, any other Person, the Collateral Person or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any the Issuing Bank, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than indefeasible payment in full or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Credit Documents with respect to all Post-Petition Obligations, regardless of which of the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, Agent or the Lenders or any of the Issuing Banks account therefore therefor in their respective books and records. In furtherance and not in limitation of Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender Agent or any Issuing BankLender, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender Agent or any Issuing BankLender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Credit Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, Agent or the Lenders or any of the Issuing Banks account therefore therefor in their respective books and records. In furtherance and not in limitation of Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and 94 expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Collateral Documents by, any of the Borrowers shall be impaired or released by (Aa) the failure of the Administrative Agent, any Lender Agent or any Issuing BankLender, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (Bb) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (Cc) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (Dd) any action or inaction on the part of the Administrative Agent, any Lender Agent or any Issuing BankLender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of Notwithstanding anything in this Agreement or any other Loan Document to the Borrowers shall be jointly contrary, each Borrower hereby accepts joint and severally liable several liability hereunder and under each of the other Loan Documents with respect to all Obligations, regardless of which in consideration of the Borrowers actually receives financial accommodations to be provided by Lender under this Agreement and the proceeds other Loan Documents, for the mutual benefit, direct and indirectly, of each Borrower and in consideration for the undertakings of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks account therefore in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's obligations and liabilities with respect Borrowers to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the accept joint and several liability of for the Borrowers hereunder Obligations. Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as surety but also as co-debtor, joint and several liability with the other Borrowers, with respect to proceeds the payment and performance of Loans received byall of the Obligations, it being the intention of the parties hereto that all of the Obligations shall be joint and several obligations of each Borrower without preferences or distinction among them. If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or Letters perform, such obligation. Subject to the terms and conditions hereof, the obligations of Credit issued each Borrower under the provisions of this section constitute the absolute and unconditional, full recourse obligations of each of Borrowers enforceable against such person to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement, the other Loan Documents or any other circumstances whatsoever. The provisions of this section are made for the account ofbenefit of Lender and its successors and assigns, and may be enforced by them from time to time against any or all of Borrowers as often as occasion therefor may arise and without requirement on the part of Lender or such successor or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of Borrowers or to exhaust such Borrower. Except as expressly provided in the Loan Documents, neither the joint and several liability of, nor the Liens granted remedies available to the Administrative Agent under the Security Documents by, it or them against any of the other Borrowers hereunder or to elect any other remedy. The provisions of this section shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any remain in effect until all of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing Bank, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, shall have been indefeasibly paid in the absence of this provision, operate to release, discharge full or otherwise prejudicially affect the obligations of such Borrower or any other Borrowersatisfied.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Documents Financing Agreements with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds AdministratorAdministrative Borrower, the Borrowers, the Administrative Agent, Agent or the Lenders or any of the Issuing Banks account therefore therefor in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit Accommodations issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters Letter of Credit Accommodations issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens liens granted to the Administrative Agent under the Security Documents Financing Agreements by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, Loan Party or any Subsidiary of any BorrowerLoan Party, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the 137 surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender Agent or any Issuing BankLender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, Borrower or a guarantor or surety of or for any or all Obligor of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower. The amount of any Borrower's liability in respect of this Section 13.9 shall be subject to that certain Contribution, Incentive and Offset Agreement dated as of the Original Closing Date (as amended, supplemented or otherwise modified from time to time) among the Loan Parties and Obligors.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Documents Financing Agreements with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds AdministratorAdministrative Borrower, the Borrowers, the Administrative Agent, Agent or the Lenders or any of the Issuing Banks account therefore therefor in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit Accommodations issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters Letter of Credit Accommodations issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens liens granted to the Administrative Agent under the Security Documents Financing Agreements by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, Loan Party or any Subsidiary of any BorrowerLoan Party, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender Agent or any Issuing BankLender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, Borrower or a guarantor or surety of or for any or all Obligor of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower. The amount of any Borrower's liability in respect of this Section 13.9 shall be 121 subject to that certain Contribution, Incentive and Offset Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time) among the Loan Parties and Obligors.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Documents Financing Agreements with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds AdministratorAdministrative Borrower, the Borrowers, the Administrative Agent, Agent or the Lenders or any of the Issuing Banks account therefore therefor in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's ’s obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit Accommodations issued for its account, and related fees, costs and expenses, and (ii) each Borrower's ’s obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters Letter of Credit Accommodations issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens liens granted to the Administrative Agent under the Security Documents Financing Agreements by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, Loan Party or any Subsidiary of any BorrowerLoan Party, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender Agent or any Issuing BankLender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, Borrower or a guarantor or surety of or for any or all Obligor of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower. The amount of any Borrower’s liability in respect of this Section 13.9 shall be subject to that certain Contribution, Incentive and Offset Agreement dated as of the Original Closing Date (as amended, supplemented or otherwise modified from time to time) among the Loan Parties and Obligors.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly is accepting joint and severally liable several liability hereunder and under each of the other Loan Documents in consideration of the financial accommodations to be provided by the Agent and the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of Borrowers and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations. Each of Borrowers, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all Obligations, regardless of which of the Borrowers actually receives Obligations (including, without limitation, any Obligations arising under this Section 2.15), it being the proceeds intention of the Loans parties hereto that all the Obligations shall be the joint and several obligations of each Person composing Borrowers without preferences or distinction among them. If and to the benefit extent that any of Borrowers shall fail to make any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or payment with respect to any of the Issuing Banks account therefore in their respective books Obligations as and records. In furtherance and not in limitation when due or to perform any of the foregoingObligations in accordance with the terms thereof, (i) then in each Borrower's obligations and liabilities such event the other Persons composing Borrowers will make such payment with respect to proceeds to, or perform, such Obligation. The Obligations of Loans which it receives each Person composing Borrowers under the provisions of this Section 2.15 constitute the absolute and unconditional, full recourse Obligations of each Person composing Borrowers enforceable against each such Borrower, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. Except as otherwise expressly provided in this Agreement, each Person composing Borrowers hereby waives notice of acceptance of its joint and several liability, notice of any Advances or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for its accountany payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Person composing Borrowers hereby assents to, and related feeswaives notice of, costs any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Person composing Borrowers in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and expensesall other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and (ii) each Borrower's obligations and liabilities arising as a result the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Person composing Borrowers. Without limiting the generality of the foregoing, each of Borrowers assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Person composing Borrowers to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15 afford grounds for terminating, discharging or relieving any Person composing Borrowers, in whole or in part, from any of its Obligations under this Section 2.15, it being the intention of each Person composing Borrowers that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of such Person composing Borrowers under this Section 2.15 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Person composing Borrowers under this Section 2.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Person composing Borrowers or any Agent or Lender. The joint and several liability of the Persons composing Borrowers hereunder with respect shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, constitution or place of formation of any of the Persons composing Borrowers or any Agent or Lender. Each Person composing Borrowers represents and warrants to proceeds Agent and Lenders that such Bxxxxxxx is currently informed of Loans received bythe financial condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Person composing Borrowers further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Person composing Borrowers hereby covenants that such Borrower will continue to keep informed of Borrowers' financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or Letters nonperformance of Credit issued the Obligations. The provisions of this Section 2.15 are made for the account ofbenefit of the Agent, the Lenders and their respective successors and assigns, and may be enforced by it or them from time to time against any or all of the Persons composing Borrowers as often as occasion therefor may arise and without requirement on the part of any such Agent, Lender, successor or assign first to marshal any of its or their claims or to exercise any of its or their rights against any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither the joint and several liability of, nor the Liens granted Persons composing Borrowers or to the Administrative Agent under the Security Documents by, exhaust any remedies available to it or them against any of the other Persons composing Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, resort to any other Person, the Collateral source or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.15 shall remain in effect until all of the release Obligations shall have been paid in full or compromise of otherwise fully satisfied. If at any obligation of time, any nature of any Person with respect thereto; (C) the surrenderpayment, release or exchange of all or any part of any property (including without limitation the Collateral) securing paymentthereof, performance and/or observance made in respect of any of the Obligations Obligations, is rescinded or must otherwise be restored or returned by any Agent or Lender upon the compromise insolvency, bankruptcy or extension or renewal for any period (whether or not longer than the original period) reorganization of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing BankPersons composing Borrowers, or any other event or condition with respect to any other Borrowerotherwise, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence provisions of this provisionSection 2.15 will forthwith be reinstated in effect, operate to release, discharge or otherwise prejudicially affect the obligations of as though such Borrower or any other Borrowerpayment had not been made.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks Letter of Credit Issuers account therefore in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing BankLetter of Credit Issuer, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing BankLetter of Credit Issuer, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Credit Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks account therefore in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower's ’s obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's ’s obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of 118 Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as expressly provided in the Loan Documents, neither Neither the joint and several liability of, nor the Liens granted to the Administrative Agent under the Security Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Administrative Agent, any Lender or any Issuing Bank, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower.