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

Joint and Several Liability of the Co-Borrowers. (a) Each Co-Borrower states and acknowledges that: (i) pursuant to this Agreement, the Co-Borrowers desire to utilize their borrowing potential on a combined basis to the same extent possible if they were merged into a single corporate entity; (ii) each Co-Borrower has determined that it will benefit specifically and materially from the advances of credit contemplated by this Agreement; (iii) it is both a condition precedent to the obligations of the Agent and the Banks hereunder and a desire of each Co-Borrower that each Co-Borrower execute and deliver to the Agent and the Banks this Agreement; and (iv) each Co-Borrower has requested and bargained for the structure and terms of and security for the Credit Extensions contemplated by this Agreement. The general partner or managing member, as applicable, of each Co-Borrower has determined that such Co-Borrower’s execution, delivery and performance of this Agreement may reasonably be expected to directly or indirectly benefit such Co-Borrower and is in the best interests of such Co-Borrower. (b) Each Co-Borrower hereby irrevocably and unconditionally: (i) agrees that it is jointly and severally liable to the Agent, each Issuing Bank, the Swing Line Bank and the Banks for the full and prompt payment and performance of the obligations of each Co-Borrower under this Agreement that may specify that a particular Co-Borrower is responsible for a given payment or performance; (ii) agrees to fully and promptly perform all of its obligations hereunder with respect to each advance of credit hereunder as if such advance had been made directly to it; and (iii) agrees as a primary obligation to indemnify the Agent, each Issuing Bank, the Swing Line Bank and each Bank, on demand, for and against any loss incurred by the Agent, any Issuing Bank, the Swing Line Bank or any Bank as a result of any of the Obligations of any Co-Borrower being or becoming void, voidable, unenforceable or ineffective for any reason whatsoever, whether or not known to such Co-Borrower or any Person, the amount of such loss being the amount which the Agent, the Issuing Banks, the Swing Line Bank or the Banks (or any of them) would otherwise have been entitled to recover from the Co-Borrowers. (c) The direct or indirect value of the consideration received and to be received by any Co-Borrower in connection herewith is reasonably worth at least as much as the liability and obligations of each such Co-Borrower hereunder and the incurrence of such liability and Obligations in return for such consideration may reasonably be expected to benefit such Co-Borrower, directly or indirectly.

Joint and Several Liability of the Co-Borrowers. (a) Each Co-Borrower states and acknowledges that: (i) pursuant to this Agreement, the Co-Borrowers desire to utilize their borrowing potential on a combined basis to the same extent possible if they were merged into a single corporate entity; (ii) each Co-Borrower has determined that it will benefit specifically and materially from the advances of credit contemplated by this Agreement; (iii) it is both a condition precedent to the obligations of the Agent and the Banks hereunder and a desire of each Co-Borrower that each Co-Borrower execute and deliver to the Agent and the Banks this Agreement; and (iv) each Co-Borrower has requested and bargained for the structure and terms of and security for the Credit Extensions contemplated by this Agreement. The general partner or managing member, as applicable, of each Co-Borrower has determined that such Co-Borrower’s execution, delivery and performance of this Agreement may reasonably be expected to directly or indirectly benefit such Co-Co- Borrower and is in the best interests of such Co-Borrower. (b) Each Co-Borrower hereby irrevocably and unconditionally: (i) agrees that it is jointly and severally liable to the Agent, each Issuing Bank, the Swing Line Bank and the Banks for the full and prompt payment and performance of the obligations of each Co-Borrower under this Agreement that may specify that a particular Co-Borrower is responsible for a given payment or performance; (ii) agrees to fully and promptly perform all of its obligations hereunder with respect to each advance of credit hereunder as if such advance had been made directly to it; and (iii) agrees as a primary obligation to indemnify the Agent, each Issuing Bank, the Swing Line Bank and each Bank, on demand, for and against any loss incurred by the Agent, any Issuing Bank, the Swing Line Bank or any Bank as a result of any of the Obligations of any Co-Borrower being or becoming void, voidable, unenforceable or ineffective for any reason whatsoever, whether or not known to such Co-Borrower or any Person, the amount of such loss being the amount which the Agent, the Issuing Banks, the Swing Line Bank or the Banks (or any of them) would otherwise have been entitled to recover from the Co-Borrowers. (c) The direct or indirect value of the consideration received and to be received by any Co-Borrower in connection herewith is reasonably worth at least as much as the liability and obligations of each such Co-Borrower hereunder and the incurrence of such liability and Obligations in return for such consideration may reasonably be expected to benefit such Co-Borrower, directly or indirectly.and

Joint and Several Liability of the Co-Borrowers. (a) All Obligations shall constitute joint and several obligations of the Co-Borrowers. Each Co-Borrower states expressly represents and acknowledges that: (i) pursuant to this Agreement, that it is part of a common enterprise with the other Co-Borrowers desire and that any financial accommodations by the Agent, the Banks or Issuing Banks, or any of them, to utilize their borrowing potential on a combined basis any other Co-Borrowers hereunder and under the other Loan Documents are and will be of direct and indirect interest, benefit and advantage to the same extent possible if they were merged into a single corporate entity; (ii) each all Co-Borrowers. Each Co-Borrower has determined acknowledges that it will benefit specifically and materially from the advances any notice of credit contemplated Borrowing or any other notice given by this Agreement; (iii) it is both a condition precedent to the obligations of the Agent and the Banks hereunder and a desire of each Parent or any Co-Borrower to the Agent, the Banks, or Issuing Banks shall bind all Co-Borrowers, and that any notice given by the Agent, the Banks, or Issuing Banks to any Co-Borrower shall be effective with respect to all Co-Borrowers. Each Co-Borrower acknowledges and agrees that each Co-Borrower execute shall be liable, on a joint and deliver several basis, for all of the Loans and other Obligations, regardless of which such Person actually may have received the proceeds of any of the Loans or other extensions of credit or the amount of such Loans or other extensions of credit received or the manner in which the Agent, the Banks, or Issuing Banks accounts among the Co-Borrowers for such Loans or other Obligations on its books and records, and further acknowledges and agrees that Loans and other extensions of credit to the Agent and the Banks this Agreement; and (iv) each any Co-Borrower has requested inure to the mutual benefit of all of the Co-Borrowers and bargained for that the structure Agent, the Banks, and terms Issuing Banks are relying on the joint and several liability of the Co-Borrowers in extending the Loans and security for other financial accommodations under the Credit Extensions contemplated by Loan Documents and Bank Provider Agreements; provided, that notwithstanding anything to the contrary in this Agreement. The general partner or managing memberSection, as applicable, of each no Co-Borrower has determined that shall be liable for any Swap Obligation incurred by an Loan Party other than such Co-Borrower’s execution, delivery and performance of this Agreement may reasonably be expected to directly or indirectly benefit the extent such Swap Obligation would constitute Excluded Swap Obligations with respect to such Co-Borrower and is in the best interests of at such Co-Borrowertime. (b) Each Co-Borrower hereby irrevocably shall be entitled to subrogation and unconditionally: (i) agrees that it contribution rights from and against the other Co-Borrowers to the extent such Person is jointly and severally liable required to pay to the Agent, the Banks, or Issuing Banks any amount in excess of the Loans advanced directly to, or other Obligations incurred directly by, such Person or as otherwise available under applicable law; provided, however, that such subrogation and contribution rights are and shall be subject to the terms and conditions of Section 10.06(c) through 10.06(d). (c) It is the intent of each Issuing BankCo-Borrower, the Swing Line Bank Agent, the Banks, Issuing Banks, and the Banks for the full and prompt payment and performance any other Person holding any of the Obligations that the maximum obligations of each Co-Borrower hereunder (such Person’s “Maximum Borrower Liability”) in any case or proceeding referred to below (but only in such a case or proceeding) shall not be in excess of: (i) in a case or proceeding commenced by or against such Person under this Agreement the Bankruptcy Code on or within one year from the date on which any of the Obligations of such Person are incurred, the maximum amount that may specify that a particular Co-Borrower is responsible for a given payment would not otherwise cause the Obligations of such Person hereunder (or performanceany other Obligations of such Person to the Agent, the Banks, Issuing Banks, and any other Person holding any of the Obligations) to be avoidable or unenforceable against such Person under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (ii) agrees in a case or proceeding commenced by or against such Person under the Bankruptcy Code subsequent to fully one year from the date on which any of the Obligations of such Person are incurred, the maximum amount that would not otherwise cause the Obligations of such Person hereunder (or any other Obligations of such Person to the Agent, the Banks, the Issuing Banks, and promptly perform all any other Person holding any of its obligations hereunder with respect the Obligations) to each advance be avoidable or unenforceable against such Person under any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of credit hereunder as if such advance had been made directly to itSection 544 of the Bankruptcy Code; and or (iii) agrees as in a primary obligation case or proceeding commenced by or against such Person under any law, statute or regulation other than the Bankruptcy Code relating to indemnify dissolution, liquidation, conservatorship, bankruptcy, moratorium, readjustment of debt, compromise, rearrangement, receivership, insolvency, reorganization or similar debtor relief from time to time in effect affecting the rights of creditors generally (collectively, “Other Debtor Relief Law”), the maximum amount that would not otherwise cause the Obligations of such Person hereunder (or any other Obligations of such Person to the Agent, each Issuing Bankthe Banks, the Swing Line Bank Issuing Banks, and each Bankany other Person holding any of the Obligations) to be avoidable or unenforceable against such Person under such Other Debtor Relief Law, on demandincluding, for and against any loss incurred by the Agentwithout limitation, any Issuing Bank, state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding. (The substantive state or federal laws under which the Swing Line Bank possible avoidance or any Bank as a result of any unenforceability of the Obligations of any Co-Borrower being or becoming void, voidable, unenforceable or ineffective for any reason whatsoever, whether or not known to such Co-Borrower hereunder (or any Personother Obligations of such Person to the Agent, the amount of such loss being the amount which the AgentBanks, the Issuing Banks, the Swing Line Bank or the Banks (or and any other Person holding any of themthe Obligations) would otherwise have been entitled shall be determined in any such case or proceeding shall hereinafter be referred to recover from as the Co-Borrowers. (c“Avoidance Provisions”). Notwithstanding the foregoing, no provision of this Section 10.06(c) The direct or indirect value shall limit the liability of the consideration received and to be received by any Co-Borrower for loans advanced directly or indirectly to it under this Agreement. (d) To the extent set forth in connection herewith is reasonably worth at least as much as Section 10.06(c), but only to the liability and obligations extent that the Obligations of each such any Co-Borrower hereunder would otherwise be subject to avoidance under any Avoidance Provisions if such Person is not deemed to have received valuable consideration, fair value, fair consideration or reasonably equivalent value for such transfers or obligations, or if such transfers or obligations of any Co-Borrower hereunder would render such Person insolvent, or leave such Person with an unreasonably small capital or unreasonably small assets to conduct its business, or cause such Person to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the time any of the obligations of such Person are deemed to have been incurred and transfers made under such Avoidance Provisions, then the obligations of such Person hereunder shall be reduced to that amount which, after giving effect thereto, would not cause the Obligations of such Person hereunder (or any other Obligations of such Person to the Agent, the Banks, the Issuing Banks, and any other Person holding any of the Obligations), as so reduced, to be subject to avoidance under such Avoidance Provisions. This Section 10.06(d) is intended solely to preserve the rights hereunder of the Agent, the Banks, the Issuing Banks, and any other Person holding any of the Obligations to the maximum extent that would not cause the obligations of the Co-Borrowers hereunder to be subject to avoidance under any Avoidance Provisions, and none of the Co-Borrowers nor any other Person shall have any right, defense, offset, or claim under this Section 10.06(d) as against the Agent, the Banks, the Issuing Banks, and any other Person holding any of the Obligations that would not otherwise be available to such Person under the Avoidance Provisions. (e) Each Co-Borrower agrees that the Obligations may at any time and from time to time exceed the Maximum Borrower Liability of such Person, and may exceed the aggregate Maximum Borrower Liability of all of the Co-Borrowers hereunder, without impairing this Agreement or any provision contained herein or affecting the rights and remedies of the Agent, the Banks, and the incurrence Issuing Banks hereunder. (f) In the event any Co-Borrower (a “Funding Borrower”) shall make any payment or payments under this Agreement or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations hereunder, each other Co-Borrower (each, a “Contributing Borrower”) shall contribute to such Funding Borrower an amount equal to such payment or payments made, or losses suffered, by such Funding Borrower determined as of the date on which such payment or loss was made multiplied by the ratio of (i) the Maximum Borrower Liability of such liability and Obligations in return for such consideration may reasonably be expected Contributing Borrower (without giving effect to benefit such any right to receive any contribution or other obligation to make any contribution hereunder), to (ii) the aggregate Maximum Borrower Liability of all Co-BorrowerBorrowers (including the Funding Borrowers) hereunder (without giving effect to any right to receive, directly or indirectlyobligation to make, any contribution hereunder). Nothing in this Section 10.06(f) shall affect the joint and several liability of any Co-Borrower to the Agent, the Banks, and the Issuing Banks for the entire amount of its Obligations. Each Co-Borrower covenants and agrees that its right to receive any contribution hereunder from a Contributing Borrower shall be subordinate and junior in right of payment to all obligations of the Co-Borrowers to the Agent, the Banks, and the Issuing Banks hereunder. (g) No Co-Borrower will exercise any rights which it may acquire by way of subrogation hereunder or under any other Loan Document or at law by any payment made hereunder or otherwise, nor shall any Co-Borrower seek or be entitled to seek any contribution or reimbursement from any other Co-Borrower in respect of payments made by such Person hereunder or under any other Loan Document, until Payment in Full. If any amounts shall be paid to any Co-Borrower on account of such subrogation or contribution rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Person in trust for the Agent, the Banks, and the Issuing Banks, segregated from other funds of such Person, and shall, forthwith upon receipt by such Person, be turned over to the Agent in the exact form received by such Person (duly endorsed by such Person to the Agent, if required), to be applied against the Obligations, whether matured or unmatured, as provided for herein.

Joint and Several Liability of the Co-Borrowers. (a) Each Co-Borrower states and acknowledges that: (i) pursuant to this Agreement, the Co-Borrowers desire to utilize their borrowing potential on a combined basis to the same extent possible if they were merged into a single corporate entity; (ii) each Co-Borrower has determined that it will benefit specifically and materially from the advances of credit contemplated by this Agreement; (iii) it is both a condition precedent to the obligations of the Agent and the Banks hereunder and a desire of each Co-Borrower that each Co-Borrower execute and deliver to the Agent and the Banks this Agreement; and (iv) each Co-Borrower has requested and bargained for the structure and terms of and security for the Credit Extensions contemplated by this Agreement. The general partner or managing member, as applicable, of each Co-Borrower has determined that such Co-Borrower’s execution, delivery and performance of this Agreement may reasonably be expected to directly or indirectly benefit such Co-Borrower and is in the best interests of such Co-Borrower. (b) Each Co-Borrower hereby irrevocably and unconditionally: (i) agrees that it is jointly and severally liable to the Agent, each Issuing Bank, the Swing Line Bank Agent and the Banks for the full and prompt payment and performance of the obligations of each Co-Borrower under this Agreement that may specify that a particular Co-Borrower is responsible for a given payment or performance; (ii) agrees to fully and promptly perform all of its obligations hereunder with respect to each advance of credit hereunder as if such advance had been made directly to it; and (iii) agrees as a primary obligation to indemnify the Agent, each Issuing Bank, the Swing Line Bank Agent and each Bank, on demand, for and against any loss incurred by the Agent, any Issuing Bank, the Swing Line Bank Agent or any Bank as a result of any of the Obligations of any Co-Borrower being or becoming void, voidable, unenforceable or ineffective for any reason whatsoever, whether or not known to such Co-Borrower or any Person, the amount of such loss being the amount which the Agent, the Issuing Banks, the Swing Line Bank Agent or the Banks (or any of them) would otherwise have been entitled to recover from the Co-Borrowers. (c) The direct or indirect value of the consideration received and to be received by any Co-Borrower in connection herewith is reasonably worth at least as much as the liability and obligations of each such Co-Borrower hereunder and the incurrence of such liability and Obligations in return for such consideration may reasonably be expected to benefit such Co-Borrower, directly or indirectly.

Joint and Several Liability of the Co-Borrowers. (a) All Obligations shall constitute joint and several obligations of the Co-Borrowers. Each Co-Borrower states expressly represents and acknowledges that: (i) pursuant to this Agreement, that it is part of a common enterprise with the other Co-Borrowers desire and that any financial accommodations by the Agent, the Banks or Issuing Banks, or any of them, to utilize their borrowing potential on a combined basis any other Co-Borrowers hereunder and under the other Loan Documents are and will be of direct and indirect interest, benefit and advantage to the same extent possible if they were merged into a single corporate entity; (ii) each all Co-Borrowers. Each Co-Borrower has determined acknowledges that it will benefit specifically and materially from the advances any notice of credit contemplated Borrowing or any other notice given by this Agreement; (iii) it is both a condition precedent to the obligations of the Agent and the Banks hereunder and a desire of each Parent or any Co-Borrower to the Agent, the Banks, or Issuing Banks shall bind all Co-Borrowers, and that any notice given by the Agent, the Banks, or Issuing Banks to any Co-Borrower shall be effective with respect to all Co-Borrowers. Each Co-Borrower acknowledges and agrees that each Co-Borrower execute shall be liable, on a joint and deliver several basis, for all of the Loans and other Obligations, regardless of which such Person actually may have received the proceeds of any of the Loans or other extensions of credit or the amount of such Loans or other extensions of credit received or the manner in which the Agent, the Banks, or Issuing Banks accounts among the Co-Borrowers for such Loans or other Obligations on its books and records, and further acknowledges and agrees that Loans and other extensions of credit to the Agent and the Banks this Agreement; and (iv) each any Co-Borrower has requested inure to the mutual benefit of all of the Co-Borrowers and bargained for that the structure Agent, the Banks, and terms Issuing Banks are relying on the joint and several liability of the Co-Borrowers in extending the Loans and security for other financial accommodations under the Credit Extensions contemplated by Loan Documents and Bank Provider Agreements; provided, that notwithstanding anything to the contrary in this Agreement. The general partner or managing memberSection, as applicable, of each no Co-Borrower has determined that shall be liable for any Swap Obligation incurred by an Loan Party other than such Co-Borrower’s execution, delivery and performance of this Agreement may reasonably be expected to directly or indirectly benefit the extent such Swap Obligation would constitute Excluded Swap Obligations with respect to such Co-Borrower and is in the best interests of at such Co-Borrowertime. (b) Each Co-Borrower hereby irrevocably shall be entitled to subrogation and unconditionally: (i) agrees that it contribution rights from and against the other Co-Borrowers to the extent such Person is jointly and severally liable required to pay to the Agent, the Banks, or Issuing Banks any amount in excess of the Loans advanced directly to, or other Obligations incurred directly by, such Person or as otherwise available under applicable law; provided, however, that such subrogation and contribution rights are and shall be subject to the terms and conditions of Section 10.06(c) through 10.06(d). (c) It is the intent of each Issuing BankCo-Borrower, the Swing Line Bank Agent, the Banks, Issuing Banks, and the Banks for the full and prompt payment and performance any other Person holding any of the Obligations that the maximum obligations of each Co-Borrower hereunder (such Person’s “Maximum Borrower Liability”) in any case or proceeding referred to below (but only in such a case or proceeding) shall not be in excess of: (i) in a case or proceeding commenced by or against such Person under this Agreement the Bankruptcy Code on or within one year from the date on which any of the Obligations of such Person are incurred, the maximum amount that may specify that a particular Cowould not otherwise cause the Obligations of such Person hereunder (or any other Obligations of such Person to the Agent, the Banks, Issuing Banks, and any other Person holding any of the Obligations) to be avoidable or unenforceable against such Person under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or 4812-Borrower is responsible for a given payment or performance; 0911-1547, v. 7 (ii) agrees in a case or proceeding commenced by or against such Person under the Bankruptcy Code subsequent to fully one year from the date on which any of the Obligations of such Person are incurred, the maximum amount that would not otherwise cause the Obligations of such Person hereunder (or any other Obligations of such Person to the Agent, the Banks, the Issuing Banks, and promptly perform all any other Person holding any of its obligations hereunder with respect the Obligations) to each advance be avoidable or unenforceable against such Person under any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of credit hereunder as if such advance had been made directly to itSection 544 of the Bankruptcy Code; and or (iii) agrees as in a primary obligation case or proceeding commenced by or against such Person under any law, statute or regulation other than the Bankruptcy Code relating to indemnify dissolution, liquidation, conservatorship, bankruptcy, moratorium, readjustment of debt, compromise, rearrangement, receivership, insolvency, reorganization or similar debtor relief from time to time in effect affecting the rights of creditors generally (collectively, “Other Debtor Relief Law”), the maximum amount that would not otherwise cause the Obligations of such Person hereunder (or any other Obligations of such Person to the Agent, each Issuing Bankthe Banks, the Swing Line Bank Issuing Banks, and each Bankany other Person holding any of the Obligations) to be avoidable or unenforceable against such Person under such Other Debtor Relief Law, on demandincluding, for and against any loss incurred by the Agentwithout limitation, any Issuing Bank, state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding. (The substantive state or federal laws under which the Swing Line Bank possible avoidance or any Bank as a result of any unenforceability of the Obligations of any Co-Borrower being or becoming void, voidable, unenforceable or ineffective for any reason whatsoever, whether or not known to such Co-Borrower hereunder (or any Personother Obligations of such Person to the Agent, the amount of such loss being the amount which the AgentBanks, the Issuing Banks, the Swing Line Bank or the Banks (or and any other Person holding any of themthe Obligations) would otherwise have been entitled shall be determined in any such case or proceeding shall hereinafter be referred to recover from as the Co-Borrowers. (c“Avoidance Provisions”). Notwithstanding the foregoing, no provision of this Section 10.06(c) The direct or indirect value shall limit the liability of the consideration received and to be received by any Co-Borrower for loans advanced directly or indirectly to it under this Agreement. (d) To the extent set forth in connection herewith is reasonably worth at least as much as Section 10.06(c), but only to the liability and obligations extent that the Obligations of each such any Co-Borrower hereunder would otherwise be subject to avoidance under any Avoidance Provisions if such Person is not deemed to have received valuable consideration, fair value, fair consideration or reasonably equivalent value for such transfers or obligations, or if such transfers or obligations of any Co-Borrower hereunder would render such Person insolvent, or leave such Person with an unreasonably small capital or unreasonably small assets to conduct its business, or cause such Person to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the time any of the obligations of such Person are deemed to have been incurred and transfers made under such Avoidance Provisions, then the obligations of such Person hereunder shall be reduced to that amount which, after giving effect thereto, would not cause the Obligations of such Person hereunder (or any other Obligations of such Person to the Agent, the Banks, the Issuing Banks, and any other Person holding any of the Obligations), as so reduced, to be subject to avoidance under such Avoidance Provisions. This Section 10.06(d) is intended solely to preserve the rights hereunder of the Agent, the Banks, the Issuing Banks, and any other Person holding any of the Obligations to the maximum extent that would not cause the 4812-0911-1547, v. 7 obligations of the Co-Borrowers hereunder to be subject to avoidance under any Avoidance Provisions, and none of the Co-Borrowers nor any other Person shall have any right, defense, offset, or claim under this Section 10.06(d) as against the Agent, the Banks, the Issuing Banks, and any other Person holding any of the Obligations that would not otherwise be available to such Person under the Avoidance Provisions. (e) Each Co-Borrower agrees that the Obligations may at any time and from time to time exceed the Maximum Borrower Liability of such Person, and may exceed the aggregate Maximum Borrower Liability of all of the Co-Borrowers hereunder, without impairing this Agreement or any provision contained herein or affecting the rights and remedies of the Agent, the Banks, and the incurrence Issuing Banks hereunder. (f) In the event any Co-Borrower (a “Funding Borrower”) shall make any payment or payments under this Agreement or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations hereunder, each other Co-Borrower (each, a “Contributing Borrower”) shall contribute to such Funding Borrower an amount equal to such payment or payments made, or losses suffered, by such Funding Borrower determined as of the date on which such payment or loss was made multiplied by the ratio of (i) the Maximum Borrower Liability of such liability and Obligations in return for such consideration may reasonably be expected Contributing Borrower (without giving effect to benefit such any right to receive any contribution or other obligation to make any contribution hereunder), to (ii) the aggregate Maximum Borrower Liability of all Co-BorrowerBorrowers (including the Funding Borrowers) hereunder (without giving effect to any right to receive, directly or indirectlyobligation to make, any contribution hereunder). Nothing in this Section 10.06(f) shall affect the joint and several liability of any Co-Borrower to the Agent, the Banks, and the Issuing Banks for the entire amount of its Obligations. Each Co-Borrower covenants and agrees that its right to receive any contribution hereunder from a Contributing Borrower shall be subordinate and junior in right of payment to all obligations of the Co-Borrowers to the Agent, the Banks, and the Issuing Banks hereunder. (g) No Co-Borrower will exercise any rights which it may acquire by way of subrogation hereunder or under any other Loan Document or at law by any payment made hereunder or otherwise, nor shall any Co-Borrower seek or be entitled to seek any contribution or reimbursement from any other Co-Borrower in respect of payments made by such Person hereunder or under any other Loan Document, until Payment in Full. If any amounts shall be paid to any Co-Borrower on account of such subrogation or contribution rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Person in trust for the Agent, the Banks, and the Issuing Banks, segregated from other funds of such Person, and shall, forthwith upon receipt by such Person, be turned over to the Agent in the exact form received by such Person (duly endorsed by such Person to the Agent, if required), to be applied against the Obligations, whether matured or unmatured, as provided for herein.