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

Joint and Several Obligations of Borrowers. The Borrowers are interdependent for their operational and financial needs. Each Borrower (the “Joint and Several Borrowers”) jointly and severally irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Joint and Several Borrower with respect to the payment and performance of all of the Obligations under the Loan Documents, it being the intention of the parties hereto that all the obligations of the Joint and Several Borrowers under the Loan Documents shall be the joint and several obligations of each Joint and Several Borrower without preferences or distinction among them, and each Joint and Several Borrower further agrees that if any of the Obligations is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Joint and Several Borrowers will, jointly and severally, promptly pay the same. All the Joint and Several Borrowers acknowledge and agree that the delivery of funds to any Borrower under this Agreement shall constitute valuable consideration and reasonably equivalent value to all the Joint and Several Borrowers for the purpose of binding them and their assets on a joint and several basis for the obligations hereunder. The joint and several obligations of each Joint and Several Borrower hereunder are of payment and not of collection and are independent of the obligations of any other Borrower and a separate action or actions may be brought against a Borrower whether or not action is brought against any other Borrower. The Administrative Agent may enforce this Agreement and the other Loan Documents against any Borrower without first making demand upon or instituting collection proceedings against any other Borrower. Each Joint and Several Borrower hereby waives promptness, diligence, notice of acceptance and any other notice with respect to the obligations of any other Borrower and any requirement that any Lender or the Administrative Agent protect, secure, perfect or insure any security interest or Lien, or any property subject thereto, or exhaust any right or take any action against any other Borrower or entity. The unconditional liability of each Joint and Several Borrower for the Obligations of the other Borrower shall not be impaired by any event whatsoever, including, but not limited to, the merger, consolidation, dissolution, cessation of business or liquidation of any other Borrower; the financial decline or bankruptcy of any other Borrower; the failure of any other party to guarantee the Obligations or to provide collateral therefor; the Lenders’ compromise or settlement with or without release of any other Borrower; the Administrative Agent’s release of any collateral for the Obligations, with or without notice to any Borrower; the Administrative Agent’s or the Lenders’ failure to file suit against any Borrower (regardless of whether such Borrower is becoming insolvent, is believed to be about to leave the state or jurisdiction or any other circumstance); the Administrative Agent’s or the Lenders’ failure to give any Borrower notice of default; the unenforceability of the obligations against any other Borrower or any other Loan Party due to bankruptcy discharge, counterclaim, or for any other reason; the Administrative Agent’s or the Lenders’ failure to undertake or exercise diligence in collection efforts against any party or property; the termination of any relationship of any Borrower with any other Borrower, including, but not limited to, any relationship of commerce or ownership; any Borrower’s use of the credit extended for any purpose whatsoever. Each Joint and Several Borrower agrees not to seek payment directly or indirectly from any other Borrower or any other Loan Party through a claim of indemnity, contribution, or otherwise with respect to the Obligations, until all of the Obligations has been repaid in full and the Commitments have terminated. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Joint and Several Borrower would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Joint and Several Borrower, any Lender, the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Joint and Several Obligations of Borrowers. (a) The Borrowers are interdependent for state and acknowledge that: (a) pursuant to this Agreement, the Borrowers desire to utilize their operational borrowing potential on a consolidated basis to the same extent possible if they were merged into a single entity and financial needs. Each that this Agreement reflects the establishment of credit facilities which would not otherwise be available to such entity if each Borrower (the “Joint and Several Borrowers”) were not jointly and severally irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Joint and Several Borrower with respect to the liable for payment and performance of all of the Obligations under Indebtedness; (b) each Borrower has determined that it will benefit specifically and materially from the Loan Documents, advances of credit contemplated by this Agreement; (c) it being the intention of the parties hereto that all is both a condition precedent to the obligations of the Joint Lenders hereunder and Several a desire of the Borrowers under that each Borrower execute and deliver this Agreement; and (d) each Borrower has requested and bargained for the Loan Documents shall be structure and terms of and security for the joint advances contemplated by this Agreement. (b) Each Borrower hereby irrevocably and several obligations of each Joint and Several Borrower without preferences or distinction among them, and each Joint and Several Borrower further unconditionally: (a) agrees that if any it is jointly and severally liable to Lenders for the full and prompt payment of the Indebtedness and the performance by each Borrower of its obligations hereunder in accordance with the terms hereof; (b) agrees to fully and promptly perform all of its Obligations is not paid in full when due hereunder with respect to each advance of credit hereunder as if such advance had been made directly to it; and (whether at stated maturity, c) agrees as a mandatory prepayment, primary obligation to indemnify Lenders on demand for and against any loss incurred by acceleration or otherwise), the Joint and Several Borrowers will, jointly and severally, promptly pay the same. All the Joint and Several Borrowers acknowledge and agree that the delivery a Lender as result of funds to any Borrower under this Agreement shall constitute valuable consideration and reasonably equivalent value to all the Joint and Several Borrowers for the purpose of binding them and their assets on a joint and several basis for the obligations hereunder. The joint and several obligations of each Joint and Several Borrower hereunder are of payment and not of collection and are independent of the obligations of any other Borrower and a separate action one or actions may be brought against a Borrower more of the Borrowers being or becoming void, voidable, unenforceable or ineffective for any reason whatsoever, whether or not action is brought against any other Borrower. The Administrative Agent may enforce this Agreement and the other Loan Documents against any Borrower without first making demand upon or instituting collection proceedings against any other Borrower. Each Joint and Several Borrower hereby waives promptness, diligence, notice of acceptance and any other notice with respect known to the obligations of any other Borrower and any requirement that any a Lender or the Administrative Agent protect, secure, perfect or insure any security interest or Lien, or any property subject thereto, or exhaust any right or take any action against any other Borrower or entity. The unconditional liability of each Joint and Several Borrower for the Obligations of the other Borrower shall not be impaired by any event whatsoever, including, but not limited to, the merger, consolidation, dissolution, cessation of business or liquidation of any other Borrower; the financial decline or bankruptcy of any other Borrower; the failure of any other party to guarantee the Obligations or to provide collateral therefor; the Lenders’ compromise or settlement with or without release of any other Borrower; the Administrative Agent’s release of any collateral for the Obligations, with or without notice to any Borrower; the Administrative Agent’s or the Lenders’ failure to file suit against any Borrower (regardless of whether such Borrower is becoming insolvent, is believed to be about to leave the state or jurisdiction or any other circumstance); the Administrative Agent’s or the Lenders’ failure to give any Borrower notice of default; the unenforceability of the obligations against any other Borrower or any other Loan Party due to bankruptcy discharge, counterclaim, or for any other reason; the Administrative Agent’s or the Lenders’ failure to undertake or exercise diligence in collection efforts against any party or property; the termination of any relationship of any Borrower with any other Borrower, including, but not limited to, any relationship of commerce or ownership; any Borrower’s use of the credit extended for any purpose whatsoever. Each Joint and Several Borrower agrees not to seek payment directly or indirectly from any other Borrower or any other Loan Party through a claim of indemnity, contribution, or otherwise with respect to the Obligations, until all of the Obligations has been repaid in full and the Commitments have terminated. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Joint and Several Borrower would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability, then, notwithstanding any other provision hereof to the contraryPerson, the amount of such loss being the amount which each Lender would otherwise have been entitled to recover from any one or more of the Borrowers whose obligation becomes void, voidable, unenforceable or ineffective. It is the intent of each Borrower that the Indebtedness, obligations and liability shallhereunder of no one of them be subject to challenge on any basis, including, without limitation, pursuant to any further action applicable fraudulent conveyance or fraudulent transfer laws. Accordingly, as of the date hereof, the liability of each Borrower under this Section 11.17, together with all of its other liabilities to all Persons as of the date hereof and as of any other date on which a transfer or conveyance is deemed to occur by virtue of this Agreement, calculated in amount sufficient to pay its probable net liabilities on its existing Indebtedness as the same become absolute and matured (“Dated Liabilities”) is, and is to be, less than the amount of the aggregate of a fair valuation of its property as of such Joint corresponding date (“Dated Assets”). To this end, each Borrower under this Section 11.17, (a) grants to and Several recognizes in each other Borrower, any Lenderratably, rights of subrogation and contribution in the amount, if any, by which the Dated Assets of such Borrower, but for the aggregate of subrogation and contribution in its favor recognized herein, would exceed the Dated Liabilities of such Borrower or, as the case may be, (b) acknowledges receipt of and recognizes its right to subrogation and contribution ratably from each of the other Borrowers in the amount, if any, by which the Dated Liabilities of such Borrower, but for the aggregate of subrogation and contribution in its favor recognized herein, would exceed the Dated Assets of such Borrower under this Section 11.17. In recognizing the value of the Dated Assets and the Dated Liabilities, it is understood that Borrowers will recognize, to at least the same extent of their aggregate recognition of liabilities hereunder, their rights to subrogation and contribution hereunder. It is a material objective of this Section 11.17 that each Borrower recognizes rights to subrogation and contribution rather than be deemed to be insolvent (or in contemplation thereof) by reason of an arbitrary interpretation of its joint and several obligations hereunder. In addition to and not in limitation of the foregoing provisions of this Section 11.17, the Administrative Agent or any other PersonBorrowers and Lenders hereby agree and acknowledge that it is the intent of each Borrower and of each Lender that the obligations of each Borrower hereunder be in all respects in compliance with, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceedingbe voidable pursuant to, applicable fraudulent conveyance and fraudulent transfer laws.

Joint and Several Obligations of Borrowers. The Borrowers are interdependent for their operational and financial needs. (a) Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of each other Borrower to accept joint and several liability for the Obligations under the Loan Documents. (the “Joint and Several Borrowers”b) Each Borrower, jointly and severally severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the any other Joint and Several Borrower Borrower, with respect to the payment and performance of all of the Obligations under the Loan Documents, it being the intention of the parties hereto that all the obligations of the Joint and Several Borrowers Obligations under the Loan Documents shall be the joint and several obligations of each Joint and Several Borrower without preferences or distinction among them. (c) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations under the Loan Documents as and when due or to perform any of the Obligations under the Loan Documents in accordance with the terms thereof, then in each such event any other Borrower will make such payment with respect to, or perform, such Obligation. (d) The Obligations of each Borrower under the provisions of this Section constitute the full recourse obligations of such Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or the other Loan Documents or any other circumstance whatsoever as to any other Borrower. (e) To the extent permitted by applicable Law, each Borrower hereby waives promptness, diligence, presentment, demand, protest, notice of acceptance of its joint and several liability, notice of occurrence of any Potential Default or Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent or any Lender or under or in respect of any of the Obligations hereunder, any requirement of diligence in connection with this Agreement and the other Loan Documents. To the extent permitted by applicable Law, each Borrower hereby waives all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of the Borrowers and any other entity or Person primarily or secondarily liable with respect to any of the Obligations, and each Joint all suretyship defenses generally. Each Borrower hereby assents to, and Several to the extent permitted by applicable Law, waives notice of, any extension or postponement of the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or any Lender at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement and the other Loan Documents, any and all other indulgences whatsoever by the Administrative Agent or any Lender in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Borrower or any other entity or Person primarily or secondarily liable for any Obligation Such Borrower further agrees that that, to the extent permitted by applicable Law, its Obligations shall not be released or discharged, in whole or in part, or otherwise affected by the adequacy of any rights which the Administrative Agent or any Lender may have against any collateral or other means of obtaining repayment of any of the Obligations, the impairment of any collateral securing the Obligations, including, without limitation, the failure to protect or preserve any rights which the Administrative Agent or any Lender may have in such collateral or the substitution, exchange, surrender, release, loss or destruction of any such collateral, any other act or omission which might in any manner or to any extent vary the risk of such Borrower, or otherwise operate as a release or discharge of such Borrower, all of which may be done without notice to such Borrower. If for any reason any Borrower has no legal existence or is under no legal obligation to discharge any of the Obligations hereunder, or if any of the Obligations is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Joint and Several Borrowers will, jointly and severally, promptly pay the same. All the Joint and Several Borrowers acknowledge and agree that the delivery of funds to hereunder have become unrecoverable from any Borrower under this Agreement shall constitute valuable consideration and reasonably equivalent value to all the Joint and Several Borrowers for the purpose of binding them and their assets on a joint and several basis for the obligations hereunder. The joint and several obligations of each Joint and Several Borrower hereunder are of payment and not of collection and are independent of the obligations by reason of any other Borrower and a separate action Borrower’s insolvency, bankruptcy or actions may be brought against a Borrower whether reorganization or not action is brought against by other operation of law or for any other Borrower. The Administrative Agent may enforce reason, this Agreement and the other Loan Documents against to which it is a party shall nevertheless be binding on such Borrower to the same extent as if such Borrower at all times had been the sole obligor on such Obligations. Without limiting the generality of the foregoing, each Borrower (if more than one) assents to any other action or delay in acting or failure to act on the part of the Administrative Agent or any Lender which might, but for the provisions of this Section, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section, it being the intention of Borrowers that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower without first making demand upon under this Section shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section shall not be diminished or instituting collection proceedings against rendered unenforceable by any winding up, reorganization, amalgamation, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to any other Borrower. Each Joint and Several Borrower hereby waives promptness, diligence, notice of acceptance and any other notice with respect to the obligations of any other Borrower and any requirement that any Lender or the Administrative Agent protect, secure, perfect or insure any security interest or Lien, or any property subject thereto, or exhaust any right or take any action against any other Borrower or entity. The unconditional liability of each Joint and Several Borrower for the Obligations of the other Borrower shall not be impaired by any event whatsoever, including, but not limited to, the merger, consolidation, dissolution, cessation of business or liquidation of any other Borrower; the financial decline or bankruptcy of any other Borrower; the failure of any other party to guarantee the Obligations or to provide collateral therefor; the Lenders’ compromise or settlement with or without release of any other Borrower; the Administrative Agent’s release of any collateral for the Obligations, with or without notice to any Borrower; the Administrative Agent’s or the Lenders’ failure to file suit against any Borrower (regardless of whether such Borrower is becoming insolvent, is believed to be about to leave the state or jurisdiction or any other circumstance); the Administrative Agent’s or the Lenders’ failure to give any Borrower notice of default; the unenforceability of the obligations against any other Borrower or any other Loan Party due to bankruptcy discharge, counterclaim, or for any other reason; the Administrative Agent’s or the Lenders’ failure to undertake or exercise diligence in collection efforts against any party or property; the termination of any relationship of any Borrower with any other Borrower, including, but not limited to, any relationship of commerce or ownership; any Borrower’s use of the credit extended for any purpose whatsoever. Each Joint and Several Borrower agrees not to seek payment directly or indirectly from any other Borrower or any other Loan Party through a claim of indemnity, contribution, or otherwise with respect to the Obligations, until all of the Obligations has been repaid in full and the Commitments have terminated. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Joint and Several Borrower would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Joint and Several Borrower, any Lender, the Administrative Agent or any Lender. The joint and several liability of each Borrower hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Personchange whatsoever in the name, be automatically limited ownership, membership, constitution or place of formation of any Borrower, the Administrative Agent or any Lender. Each Borrower acknowledges and reduced confirms that it has established its own adequate means of obtaining from each other Borrower on a continuing basis all information desired by such Borrower concerning the financial condition of each other Borrower and that each such Borrower will look to each other Borrower and not to the highest amount Administrative Agent or any Lender for such Borrower to keep adequately informed of changes in each of the other Borrower’s respective financial conditions. (f) The provisions of this Section are made for the benefit of the Administrative Agent and the Lenders and their respective successors and assigns, and may be enforced by it or them from time to time against any or all of the Borrowers as often as occasion therefor may arise and without requirement on the part of the Administrative Agent or the Lenders or any successor or assign first to marshal any of its or their claims or to exercise any of its or their rights against any of the other Borrowers or to exhaust any remedies available to it or them against any of the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section shall remain in effect until Payment In Full. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent and the Lenders upon the insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise, the provisions of this Section will forthwith be reinstated in effect, as though such payment had not been made. (g) Each Borrower hereby agrees that is valid and enforceable and it will not subordinated enforce any of its rights of reimbursement, contribution, subrogation or the like against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to the claims Administrative Agent and the Lenders with respect to any of the Obligations under the Loan Documents or any collateral therefor until Payment In Full. Any claim which any Borrower may have against any other creditors Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, including without limitation as determined to any increases in such action the Obligations arising hereunder or proceedingthereunder, to Payment In Full and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, Payment In Full shall occur before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor.

Joint and Several Obligations of Borrowers. (a) The Borrowers are interdependent for state and acknowledge that: (i) pursuant to this Agreement, the Borrowers desire to utilize their operational borrowing potential on a consolidated basis to the same extent possible if they were merged into a single entity and financial needs. Each that this Agreement reflects the establishment of credit facilities which would not otherwise be available to such entity if each Borrower (the “Joint and Several Borrowers”) were not jointly and severally irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Joint and Several Borrower with respect to the liable for payment and performance of all of the Obligations under Indebtedness; (ii) each Borrower has determined that it will benefit specifically and materially from the Loan Documents, advances of credit contemplated by this Agreement; (iii) it being the intention of the parties hereto that all is both a condition precedent to the obligations of the Joint Lenders hereunder and Several a desire of the Borrowers under that each Borrower execute and deliver this Agreement; and (iv) each Borrower has requested and bargained for the Loan Documents shall be structure and terms of and security for the joint advances contemplated by this Agreement. (b) Each Borrower hereby irrevocably and several obligations of each Joint and Several Borrower without preferences or distinction among them, and each Joint and Several Borrower further unconditionally: (i) agrees that if any it is jointly and severally liable to Lenders for the full and prompt payment of the Indebtedness and the performance by each Borrower of its obligations hereunder in accordance with the terms hereof; (ii) agrees to fully and promptly perform all of its Obligations is not paid in full when due hereunder with respect to each advance of credit hereunder as if such advance had been made directly to it; and (whether at stated maturity, iii) agrees as a mandatory prepayment, primary obligation to indemnify Lenders on demand for and against any loss incurred by acceleration or otherwise), the Joint and Several Borrowers will, jointly and severally, promptly pay the same. All the Joint and Several Borrowers acknowledge and agree that the delivery a Lender as result of funds to any Borrower under this Agreement shall constitute valuable consideration and reasonably equivalent value to all the Joint and Several Borrowers for the purpose of binding them and their assets on a joint and several basis for the obligations hereunder. The joint and several obligations of each Joint and Several Borrower hereunder are of payment and not of collection and are independent of the obligations of any other Borrower and a separate action one or actions may be brought against a Borrower more of the Borrowers being or becoming void, voidable, unenforceable or ineffective for any reason whatsoever, whether or not action is brought against any other Borrower. The Administrative Agent may enforce this Agreement and the other Loan Documents against any Borrower without first making demand upon or instituting collection proceedings against any other Borrower. Each Joint and Several Borrower hereby waives promptness, diligence, notice of acceptance and any other notice with respect known to the obligations of any other Borrower and any requirement that any a Lender or the Administrative Agent protect, secure, perfect or insure any security interest or Lien, or any property subject thereto, or exhaust any right or take any action against any other Borrower or entity. The unconditional liability of each Joint and Several Borrower for the Obligations of the other Borrower shall not be impaired by any event whatsoever, including, but not limited to, the merger, consolidation, dissolution, cessation of business or liquidation of any other Borrower; the financial decline or bankruptcy of any other Borrower; the failure of any other party to guarantee the Obligations or to provide collateral therefor; the Lenders’ compromise or settlement with or without release of any other Borrower; the Administrative Agent’s release of any collateral for the Obligations, with or without notice to any Borrower; the Administrative Agent’s or the Lenders’ failure to file suit against any Borrower (regardless of whether such Borrower is becoming insolvent, is believed to be about to leave the state or jurisdiction or any other circumstance); the Administrative Agent’s or the Lenders’ failure to give any Borrower notice of default; the unenforceability of the obligations against any other Borrower or any other Loan Party due to bankruptcy discharge, counterclaim, or for any other reason; the Administrative Agent’s or the Lenders’ failure to undertake or exercise diligence in collection efforts against any party or property; the termination of any relationship of any Borrower with any other Borrower, including, but not limited to, any relationship of commerce or ownership; any Borrower’s use of the credit extended for any purpose whatsoever. Each Joint and Several Borrower agrees not to seek payment directly or indirectly from any other Borrower or any other Loan Party through a claim of indemnity, contribution, or otherwise with respect to the Obligations, until all of the Obligations has been repaid in full and the Commitments have terminated. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Joint and Several Borrower would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability, then, notwithstanding any other provision hereof to the contraryPerson, the amount of such loss being the amount which each Lender would otherwise have been entitled to recover from any one or more of the Borrowers whose obligation becomes void, voidable, unenforceable or ineffective. It is the intent of each Borrower that the Indebtedness, obligations and liability shallhereunder of no one of them be subject to challenge on any basis, including, without limitation, pursuant to any further action applicable fraudulent conveyance or fraudulent transfer laws. Accordingly, as of the date hereof, the liability of each Borrower under this Section 11.18, together with all of its other liabilities to all Persons as of the date hereof and as of any other date on which a transfer or conveyance is deemed to occur by virtue of this Agreement, calculated in amount sufficient to pay its probable net liabilities on its existing Indebtedness as the same become absolute and matured (“Dated Liabilities”) is, and is to be, less than the amount of the aggregate of a fair valuation of its property as of such Joint corresponding date (“Dated Assets”). To this end, each Borrower under this Section 11.18, (a) grants to and Several recognizes in each other Borrower, any Lenderratably, rights of subrogation and contribution in the amount, if any, by which the Dated Assets of such Borrower, but for the aggregate of subrogation and contribution in its favor recognized herein, would exceed the Dated Liabilities of such Borrower or, as the case may be, and (b) acknowledges receipt of and recognizes its right to subrogation and contribution ratably from each of the other Borrowers in the amount, if any, by which the Dated Liabilities of such Borrower, but for the aggregate of subrogation and contribution in its favor recognized herein, would exceed the Dated Assets of such Borrower under this Section 11.18. In recognizing the value of the Dated Assets and the Dated Liabilities, it is understood that Borrowers will recognize, to at least the same extent of their aggregate recognition of liabilities hereunder, their rights to subrogation and contribution hereunder. It is a material objective of this Section 11.18 that each Borrower recognizes rights to subrogation and contribution rather than be deemed to be insolvent (or in contemplation thereof) by reason of an arbitrary interpretation of its joint and several obligations hereunder. In addition to and not in limitation of the foregoing provisions of this Section 11.18, the Administrative Agent or any other PersonBorrowers and Lenders hereby agree and acknowledge that it is the intent of each Borrower and of each Lender that the obligations of each Borrower hereunder be in all respects in compliance with, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceedingbe voidable pursuant to, applicable fraudulent conveyance and fraudulent transfer laws.

Joint and Several Obligations of Borrowers. (a) The Borrowers are interdependent for state and acknowledge that: (a) pursuant to this Agreement, the Borrowers desire to utilize their operational borrowing potential on a consolidated basis to the same extent possible if they were merged into a single entity and financial needs. Each that this Agreement reflects the establishment of credit facilities which would not otherwise be available to such entity if each Borrower (the “Joint and Several Borrowers”) were not jointly and severally irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Joint and Several Borrower with respect to the liable for payment and performance of all of the Obligations under Indebtedness; (b) each Borrower has determined that it will benefit specifically and materially from the Loan Documents, advances of credit contemplated by this Agreement; (c) it being the intention of the parties hereto that all is both a condition precedent to the obligations of the Joint Lenders hereunder and Several a desire of the Borrowers under that each Borrower execute and deliver this Agreement; and (d) each Borrower has requested and bargained for the Loan Documents shall be structure and terms of and security for the joint advances contemplated by this Agreement. (b) Each Borrower hereby irrevocably and several obligations of each Joint and Several Borrower without preferences or distinction among them, and each Joint and Several Borrower further unconditionally: (a) agrees that if any it is jointly and severally liable to Lenders for the full and prompt payment of the Indebtedness and the performance by each Borrower of its obligations hereunder in accordance with the terms hereof; (b) agrees to fully and promptly perform all of its Obligations is not paid in full when due hereunder with respect to each advance of credit hereunder as if such advance had been made directly to it; and (whether at stated maturity, c) agrees as a mandatory prepayment, primary obligation to indemnify Lenders on demand for and against any loss incurred by acceleration or otherwise), the Joint and Several Borrowers will, jointly and severally, promptly pay the same. All the Joint and Several Borrowers acknowledge and agree that the delivery a Lender as result of funds to any Borrower under this Agreement shall constitute valuable consideration and reasonably equivalent value to all the Joint and Several Borrowers for the purpose of binding them and their assets on a joint and several basis for the obligations hereunder. The joint and several obligations of each Joint and Several Borrower hereunder are of payment and not of collection and are independent of the obligations of any other Borrower and a separate action one or actions may be brought against a Borrower more of the Borrowers being or becoming void, voidable, unenforceable or ineffective for any reason whatsoever, whether or not action is brought against any other Borrower. The Administrative Agent may enforce this Agreement and the other Loan Documents against any Borrower without first making demand upon or instituting collection proceedings against any other Borrower. Each Joint and Several Borrower hereby waives promptness, diligence, notice of acceptance and any other notice with respect known to the obligations of any other Borrower and any requirement that any a Lender or the Administrative Agent protect, secure, perfect or insure any security interest or Lien, or any property subject thereto, or exhaust any right or take any action against any other Borrower or entity. The unconditional liability of each Joint and Several Borrower for the Obligations of the other Borrower shall not be impaired by any event whatsoever, including, but not limited to, the merger, consolidation, dissolution, cessation of business or liquidation of any other Borrower; the financial decline or bankruptcy of any other Borrower; the failure of any other party to guarantee the Obligations or to provide collateral therefor; the Lenders’ compromise or settlement with or without release of any other Borrower; the Administrative Agent’s release of any collateral for the Obligations, with or without notice to any Borrower; the Administrative Agent’s or the Lenders’ failure to file suit against any Borrower (regardless of whether such Borrower is becoming insolvent, is believed to be about to leave the state or jurisdiction or any other circumstance); the Administrative Agent’s or the Lenders’ failure to give any Borrower notice of default; the unenforceability of the obligations against any other Borrower or any other Loan Party due to bankruptcy discharge, counterclaim, or for any other reason; the Administrative Agent’s or the Lenders’ failure to undertake or exercise diligence in collection efforts against any party or property; the termination of any relationship of any Borrower with any other Borrower, including, but not limited to, any relationship of commerce or ownership; any Borrower’s use of the credit extended for any purpose whatsoever. Each Joint and Several Borrower agrees not to seek payment directly or indirectly from any other Borrower or any other Loan Party through a claim of indemnity, contribution, or otherwise with respect to the Obligations, until all of the Obligations has been repaid in full and the Commitments have terminated. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Joint and Several Borrower would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability, then, notwithstanding any other provision hereof to the contraryPerson, the amount of such loss being the amount which each Lender would otherwise have been entitled to recover from any one or more of the Borrowers whose obligation becomes void, voidable, unenforceable or ineffective. It is the intent of each Borrower that the Indebtedness, obligations and liability shallhereunder of no one of them be subject to challenge on any basis, including, without limitation, pursuant to any further action applicable fraudulent conveyance or fraudulent transfer laws. Accordingly, as of the date hereof, the liability of each Borrower under this Section 11.18, together with all of its other liabilities to all Persons as of the date hereof and as of any other date on which a transfer or conveyance is deemed to occur by virtue of this Agreement, calculated in amount sufficient to pay its probable net liabilities on its existing Indebtedness as the same become absolute and matured (“Dated Liabilities”) is, and is to be, less than the amount of the aggregate of a fair valuation of its property as of such Joint corresponding date (“Dated Assets”). To this end, each Borrower under this Section 11.18, (a) grants to and Several recognizes in each other Borrower, any Lenderratably, rights of subrogation and contribution in the amount, if any, by which the Dated Assets of such Borrower, but for the aggregate of subrogation and contribution in its favor recognized herein, would exceed the Dated Liabilities of such Borrower or, as the case may be, (b) acknowledges receipt of and recognizes its right to subrogation and contribution ratably from each of the other Borrowers in the amount, if any, by which the Dated Liabilities of such Borrower, but for the aggregate of subrogation and contribution in its favor recognized herein, would exceed the Dated Assets of such Borrower under this Section 11.18. In recognizing the value of the Dated Assets and the Dated Liabilities, it is understood that Borrowers will recognize, to at least the same extent of their aggregate recognition of liabilities hereunder, their rights to subrogation and contribution hereunder. It is a material objective of this Section 11.18 that each Borrower recognizes rights to subrogation and contribution rather than be deemed to be insolvent (or in contemplation thereof) by reason of an arbitrary interpretation of its joint and several obligations hereunder. In addition to and not in limitation of the foregoing provisions of this Section 11.18, the Administrative Agent or any other PersonBorrowers and Lenders hereby agree and acknowledge that it is the intent of each Borrower and of each Lender that the obligations of each Borrower hereunder be in all respects in compliance with, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceedingbe voidable pursuant to, applicable fraudulent conveyance and fraudulent transfer laws.

Joint and Several Obligations of Borrowers. (a) The Borrowers are interdependent for state and acknowledge that: (a) pursuant to this Agreement, the Borrowers desire to utilize their operational borrowing potential on a consolidated basis to the same extent possible if they were merged into a single entity and financial needs. Each that this Agreement reflects the establishment of credit facilities which would not otherwise be available to such entity if each Borrower (the “Joint and Several Borrowers”) were not jointly and severally irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Joint and Several Borrower with respect to the liable for payment and performance of all of the Obligations under Indebtedness; (b) each Borrower has determined that it will benefit specifically and materially from the Loan Documents, advances of credit contemplated by this Agreement; (c) it being the intention of the parties hereto that all is both a condition precedent to the obligations of the Joint Lenders hereunder and Several a desire of the Borrowers under that each Borrower execute and deliver this Agreement; and (d) each Borrower has requested and bargained for the Loan Documents shall be structure and terms of and security for the joint advances contemplated by this Agreement. (b) Each Borrower hereby irrevocably and several obligations of each Joint and Several Borrower without preferences or distinction among them, and each Joint and Several Borrower further unconditionally: (a) agrees that if any it is jointly and severally liable to Lenders for the full and prompt payment of the Indebtedness and the performance by each Borrower of its obligations hereunder in accordance with the terms hereof; (b) agrees to fully and promptly perform all of its Obligations is not paid in full when due hereunder with respect to each advance of credit hereunder as if such advance had been made directly to it; and (whether at stated maturity, c) agrees as a mandatory prepayment, primary obligation to indemnify Lenders on demand for and against any loss incurred by acceleration or otherwise), the Joint and Several Borrowers will, jointly and severally, promptly pay the same. All the Joint and Several Borrowers acknowledge and agree that the delivery a Lender as result of funds to any Borrower under this Agreement shall constitute valuable consideration and reasonably equivalent value to all the Joint and Several Borrowers for the purpose of binding them and their assets on a joint and several basis for the obligations hereunder. The joint and several obligations of each Joint and Several Borrower hereunder are of payment and not of collection and are independent of the obligations of any other Borrower and a separate action one or actions may be brought against a Borrower more of the Borrowers being or becoming void, voidable, unenforceable or ineffective for any reason whatsoever, whether or not action is brought against any other Borrower. The Administrative Agent may enforce this Agreement and the other Loan Documents against any Borrower without first making demand upon or instituting collection proceedings against any other Borrower. Each Joint and Several Borrower hereby waives promptness, diligence, notice of acceptance and any other notice with respect known to the obligations of any other Borrower and any requirement that any a Lender or the Administrative Agent protect, secure, perfect or insure any security interest or Lien, or any property subject thereto, or exhaust any right or take any action against any other Borrower or entity. The unconditional liability of each Joint and Several Borrower for the Obligations of the other Borrower shall not be impaired by any event whatsoever, including, but not limited to, the merger, consolidation, dissolution, cessation of business or liquidation of any other Borrower; the financial decline or bankruptcy of any other Borrower; the failure of any other party to guarantee the Obligations or to provide collateral therefor; the Lenders’ compromise or settlement with or without release of any other Borrower; the Administrative Agent’s release of any collateral for the Obligations, with or without notice to any Borrower; the Administrative Agent’s or the Lenders’ failure to file suit against any Borrower (regardless of whether such Borrower is becoming insolvent, is believed to be about to leave the state or jurisdiction or any other circumstance); the Administrative Agent’s or the Lenders’ failure to give any Borrower notice of default; the unenforceability of the obligations against any other Borrower or any other Loan Party due to bankruptcy discharge, counterclaim, or for any other reason; the Administrative Agent’s or the Lenders’ failure to undertake or exercise diligence in collection efforts against any party or property; the termination of any relationship of any Borrower with any other Borrower, including, but not limited to, any relationship of commerce or ownership; any Borrower’s use of the credit extended for any purpose whatsoever. Each Joint and Several Borrower agrees not to seek payment directly or indirectly from any other Borrower or any other Loan Party through a claim of indemnity, contribution, or otherwise with respect to the Obligations, until all of the Obligations has been repaid in full and the Commitments have terminated. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Joint and Several Borrower would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability, then, notwithstanding any other provision hereof to the contraryPerson, the amount of such loss being the amount which each Lender would otherwise have been entitled to recover from any one or more of the Borrowers whose obligation becomes void, voidable, unenforceable or ineffective. It is the intent of each Borrower that the Indebtedness, obligations and liability shallhereunder of no one of them be subject to challenge on any basis, including, without limitation, pursuant to any further action applicable fraudulent conveyance or fraudulent transfer laws. Accordingly, as of the date hereof, the liability of each Borrower under this Section 11.17, together with all of its other liabilities to all Persons as of the date hereof and as of any other date on which a transfer or conveyance is deemed to occur by virtue of this Agreement, calculated in amount sufficient to pay its probable net liabilities on its existing Indebtedness as the same become absolute and matured (“Dated Liabilities”) is, and is to be, less than the amount of the aggregate of a fair valuation of its property as of such Joint corresponding date (“Dated Assets”). To this end, each Borrower under this Section 11.17, (a) grants to and Several recognizes in each other Borrower, any Lenderratably, rights of subrogation and contribution in the amount, if any, by which the Dated Assets of such Borrower, but for the aggregate of subrogation and contribution in its favor recognized herein, would exceed the Dated Liabilities of such Borrower or, as the case may be, and (b) acknowledges receipt of and recognizes its right to subrogation and contribution ratably from each of the other Borrowers in the amount, if any, by which the Dated Liabilities of such Borrower, but for the aggregate of subrogation and contribution in its favor recognized herein, would exceed the Dated Assets of such Borrower under this Section 11.17. In recognizing the value of the Dated Assets and the Dated Liabilities, it is understood that Borrowers will recognize, to at least the same extent of their aggregate recognition of liabilities hereunder, their rights to subrogation and contribution hereunder. It is a material objective of this Section 11.17 that each Borrower recognizes rights to subrogation and contribution rather than be deemed to be insolvent (or in contemplation thereof) by reason of an arbitrary interpretation of its joint and several obligations hereunder. In addition to and not in limitation of the foregoing provisions of this Section 11.17, the Administrative Agent or any other PersonBorrowers and Lenders hereby agree and acknowledge that it is the intent of each Borrower and of each Lender that the obligations of each Borrower hereunder be in all respects in compliance with, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceedingbe voidable pursuant to, applicable fraudulent conveyance and fraudulent transfer laws.

Joint and Several Obligations of Borrowers. The Borrowers are interdependent for their operational and financial needs. (a) Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations. (the “Joint and Several Borrowers”b) Each Borrower, jointly and severally severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the each other Joint and Several Borrower Borrower, with respect to the payment and performance of all of the Obligations (including any Obligations arising under the Loan Documentsthis Section 13.15), it being the intention of the parties hereto that all the obligations of the Joint and Several Borrowers under the Loan Documents Obligations shall be the joint and several obligations of each Joint and Several Borrower without preferences or distinction among them, . (c) If and each Joint and Several to the extent that any Borrower further agrees that if shall fail to make any payment with respect to any of the Obligations is not as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Persons constituting Borrowers will make such payment with respect to, or perform, such Obligation until such time as all of the Obligations are paid in full when due full. (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Joint and Several Borrowers will, jointly and severally, promptly pay the same. All the Joint and Several Borrowers acknowledge and agree that the delivery d) The Obligations of funds to any each Borrower under the provisions of this Section 13.15 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower, irrespective of the validity, regularity or enforceability of the provisions of this Agreement shall constitute valuable consideration and reasonably equivalent value to all the Joint and Several Borrowers for the purpose or any other circumstances whatsoever. (e) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of binding them and their assets on a acceptance of its joint and several basis for the obligations hereunder. The joint and several obligations of each Joint and Several Borrower hereunder are of payment and not of collection and are independent of the obligations of any other Borrower and a separate action or actions may be brought against a Borrower whether or not action is brought against any other Borrower. The Administrative Agent may enforce this Agreement and the other Loan Documents against any Borrower without first making demand upon or instituting collection proceedings against any other Borrower. Each Joint and Several Borrower hereby waives promptness, diligenceliability, notice of any Loans or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Potential Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Administrative Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other notice action or delay in acting or failure to act on the part of the Administrative Agent or any Lender with respect to the obligations failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 13.15, afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 13.15, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 13.15 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 13.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower and any requirement that any Lender or the Administrative Agent protector any Lender. (f) Each Borrower represents and warrants to the Administrative Agent and Lenders that such Borrower is currently informed of the financial condition of each other Borrower and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to the Administrative Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of the Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. (g) The provisions of this Section 13.15 are made for the benefit of the Administrative Agent, secureeach Lender, perfect the Issuing Lender, and their respective successors and assigns, and may be enforced by it or insure them from time to time against any security interest or Lienall Borrowers individually or collectively as often as occasion therefor may arise and without requirement on the part of the Administrative Agent, any Lender, the Issuing Lender, or any property subject thereto, of their successors or exhaust assigns first to marshal any right of its or take any action against any other Borrower or entity. The unconditional liability of each Joint and Several Borrower for the Obligations of the other Borrower shall not be impaired by any event whatsoever, including, but not limited to, the merger, consolidation, dissolution, cessation of business or liquidation of any other Borrower; the financial decline or bankruptcy of any other Borrower; the failure of any other party to guarantee the Obligations their claims or to provide collateral therefor; the Lenders’ compromise exercise any of its or settlement with or without release of any other Borrower; the Administrative Agent’s release of any collateral for the Obligations, with or without notice to any Borrower; the Administrative Agent’s or the Lenders’ failure to file suit their rights against any Borrower (regardless of whether such or to exhaust any remedies available to it or them against any Borrower is becoming insolvent, is believed or to be about resort to leave the state or jurisdiction or any other circumstance); the Administrative Agent’s source or the Lenders’ failure to give means of obtaining payment of any Borrower notice of default; the unenforceability of the obligations against Obligations hereunder or to elect any other Borrower or any other Loan Party due to bankruptcy discharge, counterclaim, or for any other reason; the Administrative Agent’s or the Lenders’ failure to undertake or exercise diligence remedy. The provisions of this Section 13.15 shall remain in collection efforts against any party or property; the termination of any relationship of any Borrower with any other Borrower, including, but not limited to, any relationship of commerce or ownership; any Borrower’s use of the credit extended for any purpose whatsoever. Each Joint and Several Borrower agrees not to seek payment directly or indirectly from any other Borrower or any other Loan Party through a claim of indemnity, contribution, or otherwise with respect to the Obligations, effect until all of the Obligations has shall have been repaid paid in full and the Commitments have terminatedor otherwise fully satisfied. In If at any action or proceeding involving time, any state corporate lawpayment, or any state or Federal bankruptcypart thereof, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations made in respect of any Joint and Several Borrower would of the Obligations, is rescinded or must otherwise be held restored or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action returned by such Joint and Several Borrower, any Lender, the Administrative Agent or any Lender or the Issuing Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 13.15 will forthwith be reinstated in effect, as though such payment had not been made. (h) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other PersonBorrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, be automatically limited and reduced any payments made by it to the highest amount that is valid Administrative Agent, any Lender, or the Issuing Lender with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any of the Administrative Agent, any Lender or the Issuing Lender are hereby expressly made subordinate and enforceable and not subordinated junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the claims prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other creditors similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor. (i) Each Borrower hereby agrees that after the occurrence and during the continuance of any Potential Default or Event of Default, such Borrower will not demand, xxx for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as determined trustee for the Administrative Agent, and such Borrower shall deliver any such amounts to the Administrative Agent for application to the Obligations in such action or proceedingaccordance with Section 11.3 [Application of Proceeds].