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

Joint and Several Liability of the Borrowers. (a) The obligations of each Borrower hereunder and under the other Loan Documents to which any Borrower is a party shall be joint and several, and, accordingly, each Borrower confirms that it is liable for the full amount of the Obligations, regardless of whether incurred by such Borrower or any other Borrower. (b) Each Borrower represents and warrants to the Administrative Agent, the Issuing Banks and the Lenders that the Borrowers, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Lenders through their collective efforts. (c) None of the Administrative Agent, any Issuing Bank or any Lender shall be obligated or required before enforcing any Loan Document against a Borrower: (a) to pursue any right or remedy it may have against any other Borrower or any other Person or commence any suit or other proceeding against any other Borrower or any other Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of any other Borrower or any other Person; or (c) to make demand of any other Borrower or any other Person or to enforce or seek to enforce or realize upon any collateral security held by the Administrative Agent, any Issuing Bank or any Lender which may secure any of the Obligations. (d) It is the intent of each Borrower, the Administrative Agent, the Issuing Banks and the Lenders that in any proceeding of the types described in Sections 10.1.(e) or 10.1.(f), a Borrower’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Borrower hereunder to be avoidable or unenforceable against such Borrower in such proceeding as a result of Applicable Law, including without limitation, (i) Section 548 of the Bankruptcy Code and (ii) any state fraudulent transfer or fraudulent conveyance act or statute applied in such proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Borrower hereunder shall be determined in any such proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of a Borrower hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Obligations for which such Borrower shall be liable hereunder shall be reduced to that amount which, as of the time any of the Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Borrower hereunder, to be subject to avoidance under the Avoidance Provisions. This subsection is intended solely to preserve the rights of the Administrative Agent, the Issuing Banks and the Lenders hereunder to the maximum extent that would not cause the obligations of any Borrower hereunder to be subject to avoidance under the Avoidance Provisions, and no Borrower or any other Person shall have any right or claim under this Section that would not otherwise be available to such Person under the Avoidance Provisions. (e) To the extent that any Borrower shall be required hereunder to pay any portion of the Obligations exceeding the greater of (a) the amount of the value actually received by such Borrower and its Subsidiaries from the Loans and other Obligations and (b) the amount such Borrower would otherwise have paid if such Borrower had paid the aggregate amount of Obligations (excluding the amount paid by any other Person) in the same proportion as such Borrower’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all of the Borrowers on such date, then such Borrower shall be reimbursed by each other Borrower for the amount of such excess pro rata, based on the respective net worth of such other Borrower on such date. (f) Each Borrower assumes all responsibility for being and keeping itself informed of the financial condition of the other Borrowers, and of all other circumstances bearing upon the risk of nonpayment of any of the Obligations and the nature, scope and extent of the risks that such Borrower assumes and incurs hereunder, and agrees that none of the Administrative Agent, any Issuing Bank or any Lender shall have any duty whatsoever to advise any Borrower of information regarding such circumstances or risks.

Joint and Several Liability of the Borrowers. (a) The obligations liability of each Borrower of the Borrowers hereunder and under the other Loan Documents shall in all cases, whether so expressed to which any Borrower is a party shall be or not, be joint and several, and, accordingly, several and each Borrower confirms that it representation and warranty and each covenant and agreement made or given by the Borrowers is liable for the full amount of the Obligations, regardless of whether incurred made or given by such Borrower or any other Borrowerthem all jointly and severally. (b) Each The Bank may at its discretion accept orders, instructions, notices or advices from any of the Borrowers hereunder (which Borrower represents will be deemed to act on behalf of all the Borrowers and warrants express authority is given to it by this Clause to act on this way) and shall ignore any subsequent conflicting instructions, notices or advices from any of the Administrative Agent, other Borrowers (unless they may be deemed at the Issuing Banks discretion of the Bank as proper revocation or amendments of earlier instructions) and may reach any agreement in connection with this Agreement or any of the Lenders that other Security Documents with any of the Borrowers which shall be binding on all the Borrowers, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Lenders through their collective efforts. (c) None of the Administrative Agent, any Issuing Bank or any Lender Borrowers shall be obligated exonerated and its liability hereunder shall not be lessened or required before enforcing impaired by any Loan Document against a Borrower: (a) time, indulgence or relief being given by the Bank to pursue any right or remedy it may have against any other Borrower or any other Person person or commence by any suit person to the Borrowers, by the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any right, remedies or securities against any of the Borrowers or any other person or by anything done or omitted which but for this provision might operate to exonerate such Borrower (or might be interpreted as such). (d) The obligations of each of the Borrowers hereunder shall not be affected by any legal limitation, disability, incapacity or other proceeding against circumstances relating to any other Borrower or any other Person person, whether or not known to the Bank, by any invalidity in any court or other tribunal; (b) to make any claim in a liquidation irregularity or bankruptcy unenforceability of the obligations of any other Borrower or any other Person; person under this Agreement or any of the other Security Documents or otherwise or by any change in the constitution of, or any amalgamation or reconstruction of any other Borrower, the Bank or any other person. (ce) The Borrowers hereby waive all rights any Borrower may have of first requiring the Bank to make demand of proceed against or enforce any right or security of, or claim payment from any other Borrower or any other Person or to enforce or seek to enforce or realize upon any collateral security held by the Administrative Agent, any Issuing Bank or any Lender which may secure any of the Obligationsperson. (d) It is the intent of each Borrower, the Administrative Agent, the Issuing Banks and the Lenders that in any proceeding of the types described in Sections 10.1.(e) or 10.1.(f), a Borrower’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Borrower hereunder to be avoidable or unenforceable against such Borrower in such proceeding as a result of Applicable Law, including without limitation, (i) Section 548 of the Bankruptcy Code and (ii) any state fraudulent transfer or fraudulent conveyance act or statute applied in such proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Borrower hereunder shall be determined in any such proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of a Borrower hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Obligations for which such Borrower shall be liable hereunder shall be reduced to that amount which, as of the time any of the Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Borrower hereunder, to be subject to avoidance under the Avoidance Provisions. This subsection is intended solely to preserve the rights of the Administrative Agent, the Issuing Banks and the Lenders hereunder to the maximum extent that would not cause the obligations of any Borrower hereunder to be subject to avoidance under the Avoidance Provisions, and no Borrower or any other Person shall have any right or claim under this Section that would not otherwise be available to such Person under the Avoidance Provisions. (e) To the extent that any Borrower shall be required hereunder to pay any portion of the Obligations exceeding the greater of (a) the amount of the value actually received by such Borrower and its Subsidiaries from the Loans and other Obligations and (b) the amount such Borrower would otherwise have paid if such Borrower had paid the aggregate amount of Obligations (excluding the amount paid by any other Person) in the same proportion as such Borrower’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all of the Borrowers on such date, then such Borrower shall be reimbursed by each other Borrower for the amount of such excess pro rata, based on the respective net worth of such other Borrower on such date. (f) Each Borrower assumes all responsibility for being and keeping itself informed of the financial condition of the other Borrowers, and of all other circumstances bearing upon the risk of nonpayment of any of the Obligations and the nature, scope and extent of the risks that such Borrower assumes and incurs hereunder, and agrees that none of the Administrative Agent, any Issuing Bank or any Lender shall have any duty whatsoever to advise any Borrower of information regarding such circumstances or risks.

Joint and Several Liability of the Borrowers. (a) The obligations 2.10.01. the liability of each Borrower hereunder and under the other Loan Documents shall in all cases, whether so expressed to which any Borrower is a party shall be or not, be joint and severalseveral and each representation and warranty and each covenant and agreement made or given by the Borrowers is made or given by them jointly and severally; 2.10.02. the Bank may at its discretion accept instructions, and, accordingly, each Borrower confirms that it is liable for the full amount notices or advices from any of the ObligationsBorrowers hereunder and shall ignore any subsequent conflicting instructions, regardless notices or advices from any other Borrower (unless they may be deemed at the discretion of whether incurred the Bank as proper revocation or amendments of earlier instructions) and may reach any agreement in connection with this Agreement or any of the other Security Documents with any Borrower which shall be binding on all the Borrowers; 2.10.03. no Borrower shall be exonerated and its liability hereunder shall not be lessened or impaired by such any time, indulgence or relief being given by the Bank to any other Borrower or any other Borrower. (b) Each Borrower represents and warrants person by any amendment of or supplement to the Administrative Agent, the Issuing Banks and the Lenders that the Borrowers, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Lenders through their collective efforts. (c) None this Agreement or any of the Administrative Agent, any Issuing Bank other Security Documents or any Lender shall be obligated other document, by the taking, variation, compromise, renewal or required before enforcing release of or refusal or neglect to perfect or enforce any Loan Document against a Borrower: (a) to pursue any right right, remedies or remedy it may have securities against any other Borrower or any other Person person or commence by anything done or omitted which but for this provision might operate to exonerate such Borrower; 2.10.04. the obligations of a Borrower hereunder shall not be affected by any suit legal limitation, disability, incapacity or other proceeding against circumstances relating to any other Borrower or any other Person person, whether known or not known to the Bank by any invalidity in any court or other tribunal; (b) to make any claim in a liquidation irregularity or bankruptcy unenforceability of the obligations of any other Borrower or any other Person; person under this Agreement or (c) to make demand any of the other Security Documents or otherwise or by any change in the constitution of, or any amalgamation or reconstruction of any other Borrower Borrower, the Bank or any other Person or to enforce or seek to enforce or realize upon any collateral security held by the Administrative Agent, any Issuing Bank or any Lender which may secure any of the Obligations.person; and (d) It is the intent of 2.10.05. each Borrower, the Administrative Agent, the Issuing Banks and the Lenders that in any proceeding of the types described in Sections 10.1.(e) or 10.1.(f), a Borrower’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of Borrower hereby waives all rights such Borrower hereunder may have of first requiring the Bank to be avoidable proceed against or unenforceable against such Borrower in such proceeding as a result of Applicable Lawenforce any right or security, including without limitation, (i) Section 548 of or claim payment from the Bankruptcy Code and (ii) any state fraudulent transfer or fraudulent conveyance act or statute applied in such proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Borrower hereunder shall be determined in any such proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of a Borrower hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Obligations for which such Borrower shall be liable hereunder shall be reduced to that amount which, as of the time any of the Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Borrower hereunder, to be subject to avoidance under the Avoidance Provisions. This subsection is intended solely to preserve the rights of the Administrative Agent, the Issuing Banks and the Lenders hereunder to the maximum extent that would not cause the obligations of any Borrower hereunder to be subject to avoidance under the Avoidance Provisions, and no Borrower other Borrowers or any other Person shall have any right or claim under this Section that would not otherwise be available to such Person under the Avoidance Provisionsperson. (e) To the extent that any Borrower shall be required hereunder to pay any portion of the Obligations exceeding the greater of (a) the amount of the value actually received by such Borrower and its Subsidiaries from the Loans and other Obligations and (b) the amount such Borrower would otherwise have paid if such Borrower had paid the aggregate amount of Obligations (excluding the amount paid by any other Person) in the same proportion as such Borrower’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all of the Borrowers on such date, then such Borrower shall be reimbursed by each other Borrower for the amount of such excess pro rata, based on the respective net worth of such other Borrower on such date. (f) Each Borrower assumes all responsibility for being and keeping itself informed of the financial condition of the other Borrowers, and of all other circumstances bearing upon the risk of nonpayment of any of the Obligations and the nature, scope and extent of the risks that such Borrower assumes and incurs hereunder, and agrees that none of the Administrative Agent, any Issuing Bank or any Lender shall have any duty whatsoever to advise any Borrower of information regarding such circumstances or risks.

Joint and Several Liability of the Borrowers. (a) The obligations Each of each Borrower the Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Credit Documents with respect to which any Borrower is a party shall be joint all Loans and several, and, accordingly, each Borrower confirms that it is liable for the full amount of the 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 Borrowers, the Administrative Agent, the Lenders or the Issuing Bank accounts 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 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. The joint and several liability of each of the Borrowers shall not be impaired or released by (A) the failure of the Administrative Agent, any Lender or the Issuing Bank, any successors or assigns thereof, or any holder of any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against any Borrower, any Subsidiary, any other Person or otherwise; (B) any extension or renewal for any period (whether incurred by 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 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 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. (b) Each Borrower represents and warrants Notwithstanding any provision to the Administrative Agentcontrary contained herein or in any other of the Credit Documents, to the Issuing Banks and extent the Lenders that the Borrowers, though separate legal entities, are mutually dependent on each other in the conduct joint obligations of their respective businesses as an integrated operation and have determined it a Borrower shall be adjudicated to be in their mutual best interests to obtain financing from the Lenders through their collective efforts. (c) None of the Administrative Agent, any Issuing Bank or any Lender shall be obligated or required before enforcing any Loan Document against a Borrower: (a) to pursue any right or remedy it may have against any other Borrower or any other Person or commence any suit or other proceeding against any other Borrower or any other Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of any other Borrower or any other Person; or (c) to make demand of any other Borrower or any other Person or to enforce or seek to enforce or realize upon any collateral security held by the Administrative Agent, any Issuing Bank or any Lender which may secure any of the Obligations. (d) It is the intent of each Borrower, the Administrative Agent, the Issuing Banks and the Lenders that in any proceeding of the types described in Sections 10.1.(e) or 10.1.(f), a Borrower’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Borrower hereunder to be avoidable invalid or unenforceable against such Borrower in such proceeding as a result of Applicable Lawfor any reason (including, including without limitation, (i) because of Section 548 of the Bankruptcy Code and (ii) any state fraudulent transfer or fraudulent conveyance act or statute applied in such proceeding, whether by virtue of Section 544 Chapter 11 of the Bankruptcy Code or otherwise. The Applicable Laws under which any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar U.S. or foreign statute or common law) then the possible avoidance or unenforceability Obligations of the obligations of such each Borrower hereunder shall be determined in any such proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of a Borrower hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Obligations for which such Borrower shall be liable hereunder shall be reduced to that amount which, as of the time any of the Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Borrower hereunder, to be subject to avoidance under the Avoidance Provisions. This subsection is intended solely to preserve the rights of the Administrative Agent, the Issuing Banks and the Lenders hereunder limited to the maximum extent amount that would not cause is permissible under applicable law (whether foreign, federal or state and including, without limitation, the obligations of any Borrower hereunder to be subject to avoidance under the Avoidance Provisions, and no Borrower or any other Person shall have any right or claim under this Section that would not otherwise be available to such Person under the Avoidance Provisionsfederal Bankruptcy Code). (ec) To the extent that any Borrower shall be required hereunder to pay make a payment under this Section 2.20 of all or any portion of the Obligations exceeding (other than Loans the greater proceeds of (a) the amount of the value actually which were received by such Borrower and its Subsidiaries from the Loans and Borrower) (a “Surety Payment”) that, taking into account all other Obligations and (b) Surety Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if such each Borrower had paid the aggregate amount of Obligations (excluding the amount paid satisfied by any other Person) such Surety Payment in the same proportion as that such Borrower’s net worth on the date enforcement is sought hereunder bears “Allocable Amount” (as defined below) (as determined immediately prior to such Surety Payment) bore to the aggregate net worth Allocable Amounts of all each of the Borrowers on as determined immediately prior to the making of such dateSurety Payment, then then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by by, each other Borrower for the amount of such excess excess, pro ratarata based upon their respective Allocable Amounts in effect immediately prior to such Surety Payment. As of any date of determination, based on the respective net worth “Allocable Amount” of such other any Borrower on such date. (f) Each Borrower assumes all responsibility for being and keeping itself informed shall be equal to the maximum amount of the financial condition claim that could then be recovered from such Borrower under this Section 2.20 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the other Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar U.S. or foreign statute or common law. This Section 2.20(c) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 2.20(c) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of all this Agreement, including Section 2.20(a). Nothing contained in this Section 2.20(c) shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, fees and expenses with respect thereto for which such Borrower shall be primarily liable. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrowers to which such contribution and indemnification is owing. The rights of the indemnifying Borrowers against other circumstances bearing Borrowers under this Section 2.20(c) shall be exercisable only upon the risk of nonpayment of any full and indefeasible payment of the Obligations and the nature, scope and extent termination of the risks that Commitments. (d) The liability of Borrowers under this Section 2.20 is in addition to and shall be cumulative with all liabilities of each Borrower to the Administrative Agent and Lenders under this Agreement and the other Credit Documents to which such Borrower assumes and incurs hereunderis a party, and agrees that none of the Administrative Agent, without any Issuing Bank or any Lender shall have any duty whatsoever limitation as to advise any Borrower of information regarding such circumstances or risksamount.

Joint and Several Liability of the Borrowers. (a) The obligations Each Borrower hereby irrevocably and unconditionally agrees that it is jointly and severally liable for all of each Borrower the liabilities, obligations, covenants and agreements of the Borrowers hereunder and under the other Loan Documents, whether now or hereafter existing or due or to become due. The obligations of the Borrowers under the Loan Documents to which may be enforced by the Administrative Agent and the Lenders against any Borrower is a party or all Borrowers in any manner or order selected by the Administrative Agent or the Required Lenders in their sole discretion. Each Borrower hereby irrevocably waives (i) any rights of subrogation and (ii) any rights of contribution, indemnity or reimbursement, in each case, that it may acquire or that may arise against any other Borrower due to any payment or performance made under this Agreement, in each case until all Obligations shall be joint and several, and, accordinglyhave been fully satisfied. Without limiting the foregoing provisions of this Section 2.16, each Borrower confirms that acknowledges and agrees that: (a) its obligations under this Agreement shall remain enforceable against it is liable for even though such obligations may be unenforceable or not allowable against any other Borrower due to the full amount existence of the Obligations, regardless of whether incurred by such Borrower or any proceeding under any Debtor Relief Law involving any other Borrower.; (b) Each Borrower represents and warrants to the Administrative Agent, the Issuing Banks and the Lenders that the Borrowers, though separate legal entities, its obligations under this Agreement are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Lenders through their collective efforts. (c) None independent of the Administrative Agentobligations of any other Borrower, and a separate action or actions may be brought and prosecuted against it in respect of such obligations irrespective of whether any Issuing Bank or any Lender shall be obligated or required before enforcing any Loan Document against a Borrower: (a) to pursue any right or remedy it may have action is brought against any other Borrower or any other Person Borrower is joined in any such action or commence actions; (c) it hereby irrevocably waives any suit defenses it may now have or other proceeding against hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of this Agreement or any agreement or instrument relating thereto in respect of any other Borrower Borrower; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any other Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of the obligations of any other Borrower under or in respect of this Agreement, or any other Person; amendment or (c) waiver of or any consent to make demand departure from this Agreement, in respect of any other Borrower Borrower; (iii) any change, restructuring or termination of the structure or existence of any other Borrower; (iv) the failure of any other Person to execute or deliver any other agreement or the release or reduction of liability of any other Person with respect to enforce any obligations of the Borrowers under this Agreement; or (v) any other circumstance (including any statute of limitations but other than the Obligations having been fully satisfied) or seek to enforce any existence of or realize upon reliance on any collateral security held representation by the Administrative Agentany other Person that might otherwise constitute a defense available to, or a discharge of, any Issuing Bank or any Lender which may secure any of the Obligations.other Borrower; (d) It its obligations under this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any such obligations is rescinded or must otherwise be returned by any Person upon the intent institution of each any proceeding under any Debtor Relief Law of any other Borrower, the Administrative Agent, the Issuing Banks and the Lenders that in any proceeding of the types described in Sections 10.1.(e) or 10.1.(f), a Borrower’s maximum obligation hereunder shall equal, but all as though such payment had not exceed, the maximum amount which would not otherwise cause the obligations of such Borrower hereunder to be avoidable or unenforceable against such Borrower in such proceeding as a result of Applicable Law, including without limitation, (i) Section 548 of the Bankruptcy Code and (ii) any state fraudulent transfer or fraudulent conveyance act or statute applied in such proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Borrower hereunder shall be determined in any such proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of a Borrower hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Obligations for which such Borrower shall be liable hereunder shall be reduced to that amount which, as of the time any of the Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Borrower hereunder, to be subject to avoidance under the Avoidance Provisions. This subsection is intended solely to preserve the rights of the Administrative Agent, the Issuing Banks and the Lenders hereunder to the maximum extent that would not cause the obligations of any Borrower hereunder to be subject to avoidance under the Avoidance Provisions, and no Borrower or any other Person shall have any right or claim under this Section that would not otherwise be available to such Person under the Avoidance Provisions.made; and (e) To it hereby unconditionally and irrevocably waives any right to revoke its joint and several liability under the extent Loan Documents and acknowledges that any Borrower shall be required hereunder such liability is continuing in nature and applies to pay any portion of the Obligations exceeding the greater of (a) the amount of the value actually received by such Borrower and its Subsidiaries from the Loans and other Obligations and (b) the amount such Borrower would otherwise have paid if such Borrower had paid the aggregate amount of Obligations (excluding the amount paid by any other Person) in the same proportion as such Borrower’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all obligations of the Borrowers on such dateunder the Loan Documents, then such Borrower shall be reimbursed by each other Borrower for whether existing now or in the amount of such excess pro rata, based on the respective net worth of such other Borrower on such datefuture. (f) Each Borrower assumes all responsibility for being and keeping itself informed of the financial condition of the other Borrowers, and of all other circumstances bearing upon the risk of nonpayment of any of the Obligations and the nature, scope and extent of the risks that such Borrower assumes and incurs hereunder, and agrees that none of the Administrative Agent, any Issuing Bank or any Lender shall have any duty whatsoever to advise any Borrower of information regarding such circumstances or risks.

Joint and Several Liability of the Borrowers. (a) The liability of each of the Borrowers hereunder shall in all cases, whether so expressed to be or not, be joint and several and each representation and warranty and each covenant and agreement made or given by the Borrowers is made or given by them all jointly and severally. (b) The Bank may at its discretion accept orders, instructions, notices or advices from any of the Borrowers hereunder (which Borrower will be deemed to act on behalf of all the Borrowers and express authority is given to it by this Clause to act on this way) and shall ignore any subsequent conflicting instructions, notices or advices from the other Borrower (unless they may be deemed at the discretion of the Bank as proper revocation or amendments of earlier instructions) and may reach any agreement in connection with this Agreement or any of the other Security Documents with any of the Borrowers which shall be binding on all the Borrowers. (c) Neither of the Borrowers shall be exonerated and its liability hereunder shall not be lessened or impaired by any time, indulgence or relief being given by the Bank to the other Borrower or any other person or by any person to the Borrowers, by any amendment of or supplement to this Agreement or any of the other Security Documents or any other document, by the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any right, remedies or securities against any of the Borrowers or any other person or by anything done or omitted which but for this provision might operate to exonerate such Borrower (or might be interpreted as such). (d) The obligations of each Borrower hereunder and under the other Loan Documents to which any Borrower is a party shall be joint and several, and, accordingly, each Borrower confirms that it is liable for the full amount of the ObligationsBorrowers hereunder shall not be affected by any legal limitation, regardless of whether incurred by such Borrower disability, incapacity or any other Borrower. (b) Each Borrower represents and warrants circumstances relating to the Administrative Agent, the Issuing Banks and the Lenders that the Borrowers, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Lenders through their collective efforts. (c) None of the Administrative Agent, any Issuing Bank or any Lender shall be obligated or required before enforcing any Loan Document against a Borrower: (a) to pursue any right or remedy it may have against any other Borrower or any other Person or commence any suit or other proceeding against any other Borrower or any other Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of any other Borrower or any other Person; or (c) to make demand of any other Borrower or any other Person or to enforce or seek to enforce or realize upon any collateral security held by the Administrative Agent, any Issuing Bank or any Lender which may secure any of the Obligations. (d) It is the intent of each Borrower, the Administrative Agent, the Issuing Banks and the Lenders that in any proceeding of the types described in Sections 10.1.(e) or 10.1.(f), a Borrower’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Borrower hereunder to be avoidable or unenforceable against such Borrower in such proceeding as a result of Applicable Law, including without limitation, (i) Section 548 of the Bankruptcy Code and (ii) any state fraudulent transfer or fraudulent conveyance act or statute applied in such proceedingperson, whether or not known to the Bank, by virtue of Section 544 of the Bankruptcy Code any invalidity in or otherwise. The Applicable Laws under which the possible avoidance irregularity or unenforceability of the obligations of such Borrower hereunder shall be determined in any such proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of a Borrower hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Obligations for which such Borrower shall be liable hereunder shall be reduced to that amount which, as of the time any of the Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Borrower hereunder, to be subject to avoidance under the Avoidance Provisions. This subsection is intended solely to preserve the rights of the Administrative Agent, the Issuing Banks and the Lenders hereunder to the maximum extent that would not cause the obligations of any Borrower hereunder to be subject to avoidance under the Avoidance Provisions, and no other Borrower or any other Person shall have any right or claim person under this Section that would not Agreement or any of the other Security Documents or otherwise be available to such Person under or by any change in the Avoidance Provisionsconstitution of, or any amalgamation or reconstruction of the other Borrower, the Bank or any other person. (e) To the extent that The Borrowers hereby waive all rights any Borrower shall be required hereunder may have of first requiring the Bank to pay proceed against or enforce any portion of the Obligations exceeding the greater of (a) the amount of the value actually received by such Borrower and its Subsidiaries right or security of, or claim payment from the Loans and other Obligations and (b) the amount such Borrower would otherwise have paid if such Borrower had paid the aggregate amount of Obligations (excluding the amount paid by or any other Person) in the same proportion as such Borrower’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all of the Borrowers on such date, then such Borrower shall be reimbursed by each other Borrower for the amount of such excess pro rata, based on the respective net worth of such other Borrower on such dateperson. (f) Each Borrower assumes all responsibility for being and keeping itself informed of the financial condition of the other Borrowers, and of all other circumstances bearing upon the risk of nonpayment of any of the Obligations and the nature, scope and extent of the risks that such Borrower assumes and incurs hereunder, and agrees that none of the Administrative Agent, any Issuing Bank or any Lender shall have any duty whatsoever to advise any Borrower of information regarding such circumstances or risks.

Joint and Several Liability of the Borrowers. (a) The obligations Each Borrower hereby irrevocably and unconditionally agrees that it is jointly and severally liable for all of each Borrower the liabilities, obligations, covenants and agreements of the Borrowers hereunder and under the other Loan Documents, whether now or hereafter existing or due or to become due. The obligations of the Borrowers under the Loan Documents to which may be enforced by the Administrative Agent and the Lenders against any Borrower is a party shall be joint or all Borrowers in any manner or order selected by the Administrative Agent or the Required Lenders in their sole discretion. Each Borrower hereby irrevocably waives (i) any rights of subrogation and several(ii) any rights of contribution, andindemnity or reimbursement, accordinglyin each case, each Borrower confirms that it is liable for may acquire or that may arise against any other Borrower due to any payment or performance made under this Agreement, in each case until all Obligations shall have been fully satisfied. Without limiting the full amount foregoing provisions of this Section 10.18, each. Borrower acknowledges and agrees that: (a) its obligations under this Agreement shall remain enforceable against it even though such obligations may be unenforceable or not allowable against any other Borrower due to the Obligations, regardless existence of whether incurred by such an insolvency proceeding involving any other Borrower or any other Borrower.otherwise; (b) Each Borrower represents and warrants to the Administrative Agent, the Issuing Banks and the Lenders that the Borrowers, though separate legal entities, its obligations under this Agreement are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Lenders through their collective efforts. (c) None independent of the Administrative Agentobligations of any other Borrower, and a separate action or actions may be brought and prosecuted against it in respect of such obligations irrespective of whether any Issuing Bank or any Lender shall be obligated or required before enforcing any Loan Document against a Borrower: (a) to pursue any right or remedy it may have action is brought against any other Borrower or any other Person Borrower is joined in any such action or commence actions; (c) it hereby irrevocably waives any suit defenses it may now have or other proceeding against hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of this Agreement or any agreement or instrument relating thereto in respect of any other Borrower Borrower; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any other Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of the obligations of any other Borrower under or in respect of this Agreement, or any other Person; amendment or (c) waiver of or any consent to make demand departure from this Agreement, in respect of any other Borrower Borrower; (iii) any change, restructuring or termination of the structure or existence of any other Borrower; (iv) the failure of any other Person to execute or deliver any other agreement or the release or reduction of liability of any other Person with respect to enforce any obligations of the Borrowers under this Agreement; or (v) any other circumstance (including any statute of limitations but other than the Obligations having been indefeasibly paid in full in cash) or seek to enforce any existence of or realize upon reliance on any collateral security held representation by the Administrative Agentany other Person that might otherwise constitute a defense available to, or a discharge of, any Issuing Bank or any Lender which may secure any of the Obligations.other Borrower; (d) It its obligations under this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any such obligations is rescinded or must otherwise be returned by any Person upon the intent insolvency, bankruptcy or reorganization of each any other Borrower, the Administrative Agent, the Issuing Banks and the Lenders that in any proceeding of the types described in Sections 10.1.(e) or 10.1.(f), a Borrower’s maximum obligation hereunder shall equal, but all as though such payment had not exceed, the maximum amount which would not otherwise cause the obligations of such Borrower hereunder to be avoidable or unenforceable against such Borrower in such proceeding as a result of Applicable Law, including without limitation, (i) Section 548 of the Bankruptcy Code and (ii) any state fraudulent transfer or fraudulent conveyance act or statute applied in such proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Borrower hereunder shall be determined in any such proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of a Borrower hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Obligations for which such Borrower shall be liable hereunder shall be reduced to that amount which, as of the time any of the Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Borrower hereunder, to be subject to avoidance under the Avoidance Provisions. This subsection is intended solely to preserve the rights of the Administrative Agent, the Issuing Banks and the Lenders hereunder to the maximum extent that would not cause the obligations of any Borrower hereunder to be subject to avoidance under the Avoidance Provisions, and no Borrower or any other Person shall have any right or claim under this Section that would not otherwise be available to such Person under the Avoidance Provisions.made; and (e) To it hereby unconditionally and irrevocably waives any right to revoke its joint and several liability under the extent Loan Documents and acknowledges that any Borrower shall be required hereunder such liability is continuing in nature and applies to pay any portion of the Obligations exceeding the greater of (a) the amount of the value actually received by such Borrower and its Subsidiaries from the Loans and other Obligations and (b) the amount such Borrower would otherwise have paid if such Borrower had paid the aggregate amount of Obligations (excluding the amount paid by any other Person) in the same proportion as such Borrower’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all obligations of the Borrowers on such dateunder the Loan Documents, then such Borrower shall be reimbursed by each other Borrower for whether existing now or in the amount of such excess pro rata, based on the respective net worth of such other Borrower on such datefuture. (f) Each Borrower assumes all responsibility for being and keeping itself informed of the financial condition of the other Borrowers, and of all other circumstances bearing upon the risk of nonpayment of any of the Obligations and the nature, scope and extent of the risks that such Borrower assumes and incurs hereunder, and agrees that none of the Administrative Agent, any Issuing Bank or any Lender shall have any duty whatsoever to advise any Borrower of information regarding such circumstances or risks.

Joint and Several Liability of the Borrowers. (ab) Each of the Borrowers waive presentment, demand for payment, protest and notice of dishonor of this Agreement and the Notes. Each of the Borrowers further waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and any requirement that the Agent or any Lender exhaust any rights or take any action against any of the other Borrowers or any other person or any collateral. Each of the Borrowers further hereby waives notice of or proof of reliance by the Agent or the Lenders upon this Agreement and the Notes, and the Obligations shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or waived in reliance upon this Agreement and the Notes. The obligations of each Borrower Borrowers shall jointly and severally make all payments hereunder and under the Notes without defense, offset or counterclaim, other Loan Documents to which any Borrower is a party shall be joint and several, and, accordingly, each Borrower confirms that it is liable for than the full amount defense of the Obligations, regardless of whether incurred by such Borrower or any other Borrower. (b) Each Borrower represents and warrants to the Administrative Agent, the Issuing Banks and the Lenders that the Borrowers, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Lenders through their collective effortspayment. (c) None The liability of each of the Administrative AgentBorrowers under this Agreement and the Notes shall be absolute and unconditional irrespective of any circumstance which might otherwise constitute a defense available to, or a discharge of, any Issuing Bank of the Borrowers or any guarantor with respect to the Obligations (including, without limitation, all defenses based on suretyship or impairment of collateral, and all defenses that any of the Borrowers may assert to the repayment of the Obligations, including, without limitation, failure of consideration, breach of warranty, statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, lender liability, accord and satisfaction, and usury) or which might otherwise constitute a defense to the obligations of any or all of the Borrowers under this Agreement and under the Notes, other than the defense of payment. (d) This Agreement and the Notes shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Agent or any Lender shall be obligated upon the insolvency, bankruptcy or required before enforcing reorganization of any Loan Document against a Borrower: (a) to pursue any right of the Borrowers or remedy it may have against otherwise, all as though such payment had not been made. Each of the Borrowers agrees that if any other Borrower or any other Person guarantor of all or commence any suit or other a portion of the Obligations is the subject of a bankruptcy proceeding against any other Borrower under Title 11 of the United States Code, it will not assert the pendency of such proceeding or any other Person in any court or other tribunal; (b) order entered therein as a defense to make any claim in a liquidation or bankruptcy of any other Borrower or any other Person; or (c) to make demand of any other Borrower or any other Person or to enforce or seek to enforce or realize upon any collateral security held by the Administrative Agent, any Issuing Bank or any Lender which may secure any timely payment of the Obligations. (d) It is the intent of each Borrower, the Administrative Agent, the Issuing Banks and the Lenders that in any proceeding of the types described in Sections 10.1.(e) or 10.1.(f), a Borrower’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Borrower hereunder to be avoidable or unenforceable against such Borrower in such proceeding as a result of Applicable Law, including without limitation, (i) Section 548 of the Bankruptcy Code and (ii) any state fraudulent transfer or fraudulent conveyance act or statute applied in such proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Borrower hereunder shall be determined in any such proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of a Borrower hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Obligations for which such Borrower shall be liable hereunder shall be reduced to that amount which, as of the time any of the Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Borrower hereunder, to be subject to avoidance under the Avoidance Provisions. This subsection is intended solely to preserve the rights of the Administrative Agent, the Issuing Banks and the Lenders hereunder to the maximum extent that would not cause the obligations of any Borrower hereunder to be subject to avoidance under the Avoidance Provisions, and no Borrower or any other Person shall have any right or claim under this Section that would not otherwise be available to such Person under the Avoidance Provisions. (e) To the extent that any Borrower shall be required hereunder to pay any portion of the Obligations exceeding the greater of (a) the amount of the value actually received by such Borrower and its Subsidiaries from the Loans and other Obligations and (b) the amount such Borrower would otherwise have paid if such Borrower had paid the aggregate amount of Obligations (excluding the amount paid by any other Person) in the same proportion as such Borrower’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all of the Borrowers on such date, then such Borrower shall be reimbursed by each other Borrower for the amount of such excess pro rata, based on the respective net worth of such other Borrower on such date. (f) Each Borrower assumes all responsibility for being and keeping itself informed of the financial condition of the other Borrowers, and of all other circumstances bearing upon the risk of nonpayment of any of the Obligations and the nature, scope and extent of the risks that such Borrower assumes and incurs hereunder, and agrees that none of the Administrative Agent, any Issuing Bank or any Lender shall have any duty whatsoever to advise any Borrower of information regarding such circumstances or risks.

Joint and Several Liability of the Borrowers. (a) The obligations liability of each Borrower of the Borrowers hereunder and under the other Loan Documents shall in all cases, whether so expressed to which any Borrower is a party shall be or not, be joint and several, and, accordingly, several and each Borrower confirms that it representation and warranty and each covenant and agreement made or given by the Borrowers is liable for the full amount of the Obligations, regardless of whether incurred made or given by such Borrower or any other Borrowerthem all jointly and severally. (b) Each The Bank may at its discretion accept orders, instructions, notices or advices from any of the Borrowers hereunder (which Borrower represents will be deemed to act on behalf of all the Borrowers and warrants express authority is given to it by this Clause to act on this way) and shall ignore any subsequent conflicting instructions, notices or advices from any of the Administrative Agent, other Borrowers (unless they may be deemed at the Issuing Banks discretion of the Bank as proper revocation or amendments of earlier instructions) and may reach any agreement in connection with this Agreement or any of the Lenders that other Security Documents with any of the Borrowers which shall be binding on all the Borrowers, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Lenders through their collective efforts. (c) None of the Administrative Agent, any Issuing Bank or any Lender Borrowers shall be obligated exonerated and its liability hereunder shall not be lessened or required before enforcing impaired by any Loan Document against a Borrower: (a) time, indulgence or relief being given by the Bank to pursue any right or remedy it may have against any other Borrower or any other Person person or commence by any suit person to the Borrowers, by any amendment of or supplement to this Agreement or any of the other Security Documents or any other document, by the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any right, remedies or securities against any of the Borrowers or any other person or by anything done or omitted which but for this provision might operate to exonerate such Borrower (or might be interpreted as such). (d) The obligations of any of the Borrowers hereunder shall not be affected by any legal limitation, disability, incapacity or other proceeding against circumstances relating to any other Borrower or any other Person person, whether or not known to the Bank, by any invalidity in any court or other tribunal; (b) to make any claim in a liquidation irregularity or bankruptcy unenforceability of the obligations of any other Borrower or any other Person; person under this Agreement or any of the other Security Documents or otherwise or by any change in the constitution of, or any amalgamation or reconstruction of any other Borrower, the Bank or any other person. (ce) Each of the Borrowers hereby waive all rights such Borrower may have of first requiring the Bank to make demand of proceed against or enforce any right or security of, or claim payment from any other Borrower or any other Person or to enforce or seek to enforce or realize upon any collateral security held by the Administrative Agent, any Issuing Bank or any Lender which may secure any of the Obligationsperson. (d) It is the intent of each Borrower, the Administrative Agent, the Issuing Banks and the Lenders that in any proceeding of the types described in Sections 10.1.(e) or 10.1.(f), a Borrower’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Borrower hereunder to be avoidable or unenforceable against such Borrower in such proceeding as a result of Applicable Law, including without limitation, (i) Section 548 of the Bankruptcy Code and (ii) any state fraudulent transfer or fraudulent conveyance act or statute applied in such proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Borrower hereunder shall be determined in any such proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of a Borrower hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Obligations for which such Borrower shall be liable hereunder shall be reduced to that amount which, as of the time any of the Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Borrower hereunder, to be subject to avoidance under the Avoidance Provisions. This subsection is intended solely to preserve the rights of the Administrative Agent, the Issuing Banks and the Lenders hereunder to the maximum extent that would not cause the obligations of any Borrower hereunder to be subject to avoidance under the Avoidance Provisions, and no Borrower or any other Person shall have any right or claim under this Section that would not otherwise be available to such Person under the Avoidance Provisions. (e) To the extent that any Borrower shall be required hereunder to pay any portion of the Obligations exceeding the greater of (a) the amount of the value actually received by such Borrower and its Subsidiaries from the Loans and other Obligations and (b) the amount such Borrower would otherwise have paid if such Borrower had paid the aggregate amount of Obligations (excluding the amount paid by any other Person) in the same proportion as such Borrower’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all of the Borrowers on such date, then such Borrower shall be reimbursed by each other Borrower for the amount of such excess pro rata, based on the respective net worth of such other Borrower on such date. (f) Each Borrower assumes all responsibility for being and keeping itself informed of the financial condition of the other Borrowers, and of all other circumstances bearing upon the risk of nonpayment of any of the Obligations and the nature, scope and extent of the risks that such Borrower assumes and incurs hereunder, and agrees that none of the Administrative Agent, any Issuing Bank or any Lender shall have any duty whatsoever to advise any Borrower of information regarding such circumstances or risks.

Joint and Several Liability of the Borrowers. (a) The obligations liability of each Borrower of the Borrowers hereunder and under the other Loan Documents shall in all cases, whether so expressed to which any Borrower is a party shall be or not, be joint and several, and, accordingly, several and each Borrower confirms that it representation and warranty and each covenant and agreement made or given by the Borrowers is liable for the full amount of the Obligations, regardless of whether incurred made or given by such Borrower or any other Borrowerthem all jointly and severally. (b) Each The Bank may at its discretion accept orders, instructions, notices or advices from any of the Borrowers hereunder (which Borrower represents will be deemed to act on behalf of all the Borrowers and warrants express authority is given to it by this Clause to act on this way) and shall ignore any subsequent conflicting instructions, notices or advices from any of the Administrative Agent, other Borrowers (unless they may be deemed at the Issuing Banks discretion of the Bank as proper revocation or amendments of earlier instructions) and may reach any agreement in connection with this Agreement or any of the Lenders that other Security Documents with any of the Borrowers which shall be binding on all the Borrowers, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Lenders through their collective efforts. (c) None of the Administrative Agent, any Issuing Bank or any Lender Borrowers shall be obligated exonerated and its liability hereunder shall not be lessened or required before enforcing impaired by any Loan Document against a Borrower: (a) time, indulgence or relief being given by the Bank to pursue any right or remedy it may have against any other Borrower or any other Person person or commence by any suit person to the Borrowers, by any amendment of or supplement to this Agreement or any of the other Security Documents or any other document, by the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any right, remedies or securities against any of the Borrowers or any other person or by anything done or omitted which but for this provision might operate to exonerate such Borrower (or might be interpreted as such). (d) The obligations of each of the Borrowers hereunder shall not be affected by any legal limitation, disability, incapacity or other proceeding against circumstances relating to any other Borrower or any other Person person, whether or not known to the Bank, by any invalidity in any court or other tribunal; (b) to make any claim in a liquidation irregularity or bankruptcy unenforceability of the obligations of any other Borrower or any other Person; person under this Agreement or any of the other Security Documents or otherwise or by any change in the constitution of, or any amalgamation or reconstruction of any other Borrower, the Bank or any other person. (ce) The Borrowers hereby waive all rights any Borrower may have of first requiring the Bank to make demand of proceed against or enforce any right or security of, or claim payment from any other Borrower or any other Person or to enforce or seek to enforce or realize upon any collateral security held by the Administrative Agent, any Issuing Bank or any Lender which may secure any of the Obligationsperson. (d) It is the intent of each Borrower, the Administrative Agent, the Issuing Banks and the Lenders that in any proceeding of the types described in Sections 10.1.(e) or 10.1.(f), a Borrower’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Borrower hereunder to be avoidable or unenforceable against such Borrower in such proceeding as a result of Applicable Law, including without limitation, (i) Section 548 of the Bankruptcy Code and (ii) any state fraudulent transfer or fraudulent conveyance act or statute applied in such proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Borrower hereunder shall be determined in any such proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of a Borrower hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Obligations for which such Borrower shall be liable hereunder shall be reduced to that amount which, as of the time any of the Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Borrower hereunder, to be subject to avoidance under the Avoidance Provisions. This subsection is intended solely to preserve the rights of the Administrative Agent, the Issuing Banks and the Lenders hereunder to the maximum extent that would not cause the obligations of any Borrower hereunder to be subject to avoidance under the Avoidance Provisions, and no Borrower or any other Person shall have any right or claim under this Section that would not otherwise be available to such Person under the Avoidance Provisions. (e) To the extent that any Borrower shall be required hereunder to pay any portion of the Obligations exceeding the greater of (a) the amount of the value actually received by such Borrower and its Subsidiaries from the Loans and other Obligations and (b) the amount such Borrower would otherwise have paid if such Borrower had paid the aggregate amount of Obligations (excluding the amount paid by any other Person) in the same proportion as such Borrower’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all of the Borrowers on such date, then such Borrower shall be reimbursed by each other Borrower for the amount of such excess pro rata, based on the respective net worth of such other Borrower on such date. (f) Each Borrower assumes all responsibility for being and keeping itself informed of the financial condition of the other Borrowers, and of all other circumstances bearing upon the risk of nonpayment of any of the Obligations and the nature, scope and extent of the risks that such Borrower assumes and incurs hereunder, and agrees that none of the Administrative Agent, any Issuing Bank or any Lender shall have any duty whatsoever to advise any Borrower of information regarding such circumstances or risks.