Common use of Joint and Several Clause in Contracts

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedings.

Joint and Several. (a) Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) Sellers is accepting joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Transaction Documents shall in no event exceed consideration of the amount which can financial accommodations to be incurred provided by such Borrower the Purchasers under applicable laws relating this Agreement, for the mutual benefit, directly and indirectly, of each of the Sellers and in consideration of the undertakings of the other Seller to accept joint and several liability for the insolvency Aggregate Unpaids. (b) Each of debtors. Each Borrower the Sellers, jointly and severally, hereby irrevocably and unconditionally accepts, as co-debtor and not merely as suretya surety but also as a co-debtor, such joint and several liability with the other Borrowers Seller, with respect to the payment and performance of all of the Aggregate Unpaids, it being the intention of the parties hereto that all the Aggregate Unpaids shall be the joint and several obligations of each of the Sellers without preferences or distinction between them. (c) Except as otherwise expressly provided in this Agreement, each Seller hereby waives notice of acceptance of its joint and several liability, notice of the occurrence of any Amortization Event or Potential Amortization Event, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Agent or any Purchaser under or in respect of the Aggregate Unpaids, 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 Seller hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Aggregate Unpaids, the acceptance of any payment of any of the Aggregate Unpaids, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Agent or any Purchaser at any time or times in respect of any default by any Seller in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all suretyship defenses that it might otherwise have hereunder. If and to other indulgences whatsoever by the extent that Agent or any Purchaser in respect of any of the Borrowers shall fail to make Aggregate Unpaids, and the taking, addition, substitution or release, in whole or in part, at any payment with respect to time or times, of any security for any of the Obligations as and when due Aggregate Unpaids or to perform the addition, substitution or release, in whole or in part, of any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSeller. Without limiting the generality of the foregoing, each Borrower agrees that Seller assents to any other action or delay in acting or failure to act on the part of the Agent or any Purchaser with respect to the failure by any Seller to comply with any of its respective obligations, it being the intention of each Seller that, so long as any of the Aggregate Unpaids hereunder remain unsatisfied, the obligations of such Borrower hereunder Seller under this Section 14.19 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Seller under this Section 14.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Seller or the Agent or any Purchaser. (d) Each Seller represents and warrants to the Agent and the Purchasers that such Seller is currently informed of the financial condition of the other Loan Documents Seller and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Aggregate Unpaids. Each Seller hereby covenants that such Seller will continue to keep informed of the other Seller’s financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Aggregate Unpaids. (e) Each Seller agrees that the Agent and the Purchasers may, in their sole and absolute discretion, select the Receivables of any one of the Sellers for sale or application to the Aggregate Unpaids, without regard to the ownership of such Receivables, and shall not be enforceable required to make such selection ratably from the Receivables owned by any of the Sellers. (f) The provisions of this Section 14.19 are made for the benefit of the Agent, the Purchasers and their respective successors and assigns, and may be enforced by it or them from time to time against such Borrower notwithstanding that this Agreement any or all of the Sellers as often as occasion therefor may arise and without requirement on the part of the Agent, any Purchasers or any such 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 Loan Document Sellers or to exhaust any remedies available to it or them against any of the other Sellers or to resort to any other source or means of obtaining payment of any of the Aggregate Unpaids hereunder or to elect any other remedy. The provisions of this Section 14.19 shall remain in effect until all of the Aggregate Unpaids shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Aggregate Unpaids, is rescinded or must otherwise be restored or returned by the Agent or any Purchaser upon the insolvency, bankruptcy or reorganization of any of the Sellers, or otherwise, the provisions of this Section 14.19 will forthwith be reinstated in effect, as though such payment had not been made. (g) Each Seller hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Seller with respect to any liability incurred by it hereunder or under any of the other Transaction Documents, any payments made by it to the Agent or any Purchaser with respect to any of the Aggregate Unpaids or any collateral security therefor until such time as all of the Aggregate Unpaids have been paid in full in cash. Any claim which any Seller may be unenforceable in any respect have against any other Borrower Seller with respect to any payments to the Agent or that any Purchaser hereunder or under any other Borrower may have commenced Transaction Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Aggregate Unpaids arising hereunder or thereunder, to the prior payment in full in cash of the Aggregate Unpaids and, in the event of any insolvency, bankruptcy, reorganizationreceivership, liquidation liquidation, reorganization or other similar proceedingsproceeding under the laws of any jurisdiction relating to any Seller, its debts or its assets, whether voluntary or involuntary, all such Aggregate Unpaids 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 Seller therefor. (h) Each of the Sellers hereby agrees that, after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, the payment of any amounts due with respect to the indebtedness owing by any Seller to any other Seller is hereby subordinated to the prior payment in full in cash of the Aggregate Unpaids. Each Seller hereby agrees that after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, such Seller will not demand, xxx for or otherwise attempt to collect any indebtedness of any other Seller owing to such Seller until the Aggregate Unpaids shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Seller shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Seller as trustee for the Agent and the Purchasers, and such Seller shall deliver any such amounts to the Agent for application to the Aggregate Unpaids in accordance with Article II.

Joint and Several. (a) Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) Sellers is accepting joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Transaction Documents shall in no event exceed consideration of the amount which can financial accommodations to be incurred provided by such Borrower the Purchasers under applicable laws relating this Agreement, for the mutual benefit, directly and indirectly, of each of the Sellers and in consideration of the undertakings of the other Seller to accept joint and several liability for the insolvency Aggregate Unpaids and all other obligations of debtors. the Sellers under this Agreement and the other Transaction Documents. (b) Each Borrower of the Sellers, jointly and severally, hereby irrevocably and unconditionally accepts, as co-debtor and not merely as suretya surety but also as a co-debtor, such joint and several liability with the other Borrowers Seller, with respect to the payment and performance of all of the Aggregate Unpaids, it being the intention of the parties hereto that all the Aggregate Unpaids shall be the joint and several obligations of each of the Sellers without preferences or distinction between them. (c) Except as otherwise expressly provided in this Agreement, each Seller hereby waives notice of acceptance of its joint and several liability, notice of the occurrence of any Amortization Event or Potential Amortization Event, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Agent or any Purchaser under or in respect of the Aggregate Unpaids, 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 Seller hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Aggregate Unpaids, the acceptance of any payment of any of the Aggregate Unpaids, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Agent or any Purchaser at any time or times in respect of any default by any Seller in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all suretyship defenses that it might otherwise have hereunder. If and to other indulgences whatsoever by the extent that Agent or any Purchaser in respect of any of the Borrowers shall fail to make Aggregate Unpaids, and the taking, addition, substitution or release, in whole or in part, at any payment with respect to time or times, of any security for any of the Obligations as and when due Aggregate Unpaids or to perform the addition, substitution or release, in whole or in part, of any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSeller. Without limiting the generality of the foregoing, each Borrower agrees that Seller assents to any other action or delay in acting or failure to act on the part of the Agent or any Purchaser with respect to the failure by any Seller to comply with any of its respective obligations, it being the intention of each Seller that, so long as any of the Aggregate Unpaids hereunder remain unsatisfied, the obligations of such Borrower hereunder Seller under this Section 14.19 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Seller under this Section 14.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Seller or the Agent or any Purchaser. (d) Each Seller represents and warrants to the Agent and the Purchasers that such Seller is currently informed of the financial condition of the other Loan Documents Seller and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Aggregate Unpaids. Each Seller hereby covenants that such Seller will continue to keep informed of the other Seller’s financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Aggregate Unpaids. (e) Each Seller agrees that the Agent and the Purchasers may, in their sole and absolute discretion, select the Receivables of any one of the Sellers for sale or application to the Aggregate Unpaids, without regard to the ownership of such Receivables, and shall not be required to make such selection ratably from the Receivables owned by any of the Sellers. (f) The provisions of this Section 14.19 are made for the benefit of the Agent, the Purchasers and their respective successors and assigns, and may be enforced by it or them from time to time against any or all of the Sellers as often as occasion therefor may arise and without requirement on the part of the Agent, any Purchasers or any such 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 Sellers or to exhaust any remedies available to it or them against any of the other Sellers or to resort to any other source or means of obtaining payment of any of the Aggregate Unpaids hereunder or to elect any other remedy. The provisions of this Section 14.19 shall remain in effect until all of the Aggregate Unpaids shall have been paid in full or otherwise fully satisfied, the Commitments have terminated and no Letters of Credit shall be enforceable against such Borrower notwithstanding that this Agreement outstanding. If at any time, any payment, or any part thereof, made in respect of any of the Aggregate Unpaids, is rescinded or must otherwise be restored or returned by the Agent or any Purchaser upon the insolvency, bankruptcy or reorganization of any of the Sellers, or otherwise, the provisions of this Section 14.19 will forthwith be reinstated in effect, as though such payment had not been made. (g) Each Seller hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Loan Document Seller with respect to any liability incurred by it hereunder or under any of the other Transaction Documents, any payments made by it to the Agent or any Purchaser with respect to any of the Aggregate Unpaids or any collateral security therefor until such time as all of the Aggregate Unpaids have been paid in full in cash, the Commitments have terminated and no Letters of Credit shall be outstanding. Any claim which any Seller may be unenforceable in any respect have against any other Borrower Seller with respect to any payments to the Agent or that any Purchaser hereunder or under any other Borrower may have commenced Transaction Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Aggregate Unpaids arising hereunder or thereunder, to the prior payment in full in cash of the Aggregate Unpaids and, in the event of any insolvency, bankruptcy, reorganizationreceivership, liquidation liquidation, reorganization or other similar proceedingsproceeding under the laws of any jurisdiction relating to any Seller, its debts or its assets, whether voluntary or involuntary, all such Aggregate Unpaids 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 Seller therefor. (h) Each of the Sellers hereby agrees that, after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, the payment of any amounts due with respect to the indebtedness owing by any Seller to any other Seller is hereby subordinated to the prior payment in full in cash of the Aggregate Unpaids. Each Seller hereby agrees that after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, such Seller will not demand, xxx for or otherwise attempt to collect any indebtedness of any other Seller owing to such Seller until the Aggregate Unpaids shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Seller shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Seller as trustee for the Agent and the Purchasers, and such Seller shall deliver any such amounts to the Agent for application to the Aggregate Unpaids in accordance with Article II.

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, (a) The obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder under this Agreement and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability and, to the fullest extent permitted by Applicable Law, shall not be affected by (i) the failure of the Lender, or any of its successors or assigns, or Adesto Technologies Corporation Credit Agreement any holder of the Notes or any of the Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against any other Borrower, any Guarantor or other guarantor or the Collateral or otherwise, (ii) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto, (iii) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property, (iv) the invalidity or unenforceability of any of the Obligations as against any other Borrowers Borrower, any Guarantor, any other guarantor thereof or any other Person, and hereby waives (v) any other act, matter or thing which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of Borrowers, other than the indefeasible payment in full of the Obligations. (b) To the fullest extent permitted by Applicable Law and all suretyship defenses that it might otherwise have hereunder. If and except to the extent that any of the Borrowers shall fail following are expressly required by the provisions of any of the Loan Documents, each Borrower hereby waives (i) presentment, demand for payment and protest of nonpayment of any of the Obligations, and notices of protest, dishonor or nonperformance, (ii) notice of any Event of Default or Default or the Lender’s inability to make enforce performance of the other Borrowers’ or any payment Guarantor’s (or other guarantor’s) obligations to any holder of Obligations, (iii) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies with respect to any of security for the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event against the other Borrowers will make such payment with respect toor any Guarantor or other guarantor of, or perform, such Obligation. Every notice by or the Obligations pursuant to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document or otherwise, and any requirements of diligence or promptness on the part of the Lender or any holder of the Obligations in connection therewith, (iv) any action or nonaction on the part of the Lender or any holder of Obligations which may impair or prejudice the rights of any Borrower, including without limitation subrogation rights or rights to obtain exoneration, contribution, indemnification or any other reimbursement or compensation from any other Borrower, any Guarantor, any other guarantor or borrowers in respect of the Obligations or any other Person, (v) failure or delay to perfect or continue the perfection of any security interest in any Collateral, (vi) any action which xxxxx or impairs the value of, or any failure to preserve or protect the value of, any Collateral, (vii) any defense based upon an election of remedies by the Lender or the holders of the Obligations, (viii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, (ix) any and all demands and notices of every kind and description, including notice of the creation of any of the Obligations, with respect to the foregoing or which may be unenforceable required to be given by any statute or rule of law and (x) all defenses (other than indefeasible payment in full) which any Borrower may now or hereafter have to the payment of the Obligations which could otherwise be asserted by such Borrower. In addition to the defenses referred to above which have been expressly waived hereunder, each Borrower waives all other defenses (other than indefeasible payment in full) which it may now or hereafter have to the payment by it of the Obligations. No delay or omission on the part of the Lender or any holder of any Obligation or with respect to the Collateral shall operate as a waiver or relinquishment of such right. No action which the Lender, the holder of any Obligation, any Borrower or any Guarantor may take or refrain from taking with respect to the Obligations, including any amendments thereto or Adesto Technologies Corporation Credit Agreement modifications thereof or waivers with respect thereto, shall affect the provisions of this Agreement or the obligations of the Borrowers hereunder. None of the rights of the Lender or of any holder of any Obligation shall at any time in any respect way be prejudiced or impaired by any act or failure to act on the part of any of them or any Borrower or any Guarantor, by any noncompliance by any Borrower with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof which the Lender or any holder of the Obligations may have or otherwise be charged with. Each Borrower hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish, the benefit and advantage of, and does hereby covenant not to assert, any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force, which might delay, prevent or otherwise impede the performance or enforcement of this Agreement or any other Loan Document or the Obligations. Each Borrower’s obligations under this Section 2.09 shall not be affected by the invalidity or unenforceability of any of the Obligations as against any other Borrower, any Guarantor, any other guarantor thereof or any other Person. For purposes of this Section 2.09, the Obligations shall be due and payable when and as the same shall be so due and payable under the terms of any Loan Document, notwithstanding the fact that the collection or enforcement thereof may be stayed or enjoined under the Bankruptcy Code, as from time to time in effect, or other applicable law, regulation or order. (c) To the fullest extent permitted by Applicable Law, each Borrower hereby grants to the Lender full power in its sole discretion, without notice to such Borrower, such notice being hereby expressly waived, and without in any way affecting the joint and several liability of such Borrower under this Agreement: (i) To waive compliance with, and any Event of Default or Default under, and to consent to any amendment to or modification of any term or provision of, or to give any waiver in respect of, this Agreement, any other Loan Document, the Collateral, the Obligations or any guarantee thereof (each as from time to time in effect); (ii) To grant any one or more extensions or renewals of the Obligations (for any period, no matter how long), or any total or partial release (by operation of law or otherwise), discharge, compromise or settlement with respect to the obligations of any Borrower or any other Person in respect of the Obligations, whether or not rights against the other Borrowers under this Section 2.09 are reserved in connection therewith; (iii) To take security in any form for the Obligations, and to the extent permitted in any security agreement to consent to (A) the addition to, (B) the substitution, exchange, surrender, release or other disposition of, or (C) deal in any other manner with, all or any part of any property contained in the Collateral whether or not the property, if any, received upon the exercise of such power shall be of a character or value the same as or different from the character or value of any property disposed of, and to obtain, modify or release any present or future guarantees of the Obligations and at any time after the occurrence and during the continuance of an Event of Default to proceed against any of the Collateral or such guarantees in any order; Adesto Technologies Corporation Credit Agreement (iv) To, at any time after the occurrence and during the continuance of an Event of Default, collect or liquidate any of the Obligations or the Collateral in any manner or to refrain from collecting or liquidating any of the Obligations or the Collateral; and (v) To make the Loans under this Agreement or any other Loan Document, or otherwise, in such amount as the Lender may determine, even though the condition of the Borrowers (financial or otherwise on an individual or consolidated basis) may have deteriorated since the date hereof. (d) Each Borrower acknowledges and agrees that it has made such investigation as it deems desirable of the risks undertaken by such Borrower in entering into this Agreement and the other Loan Documents and is fully satisfied that it understands all such risks. Each Borrower hereby waives any obligation which may now or hereafter exist on the part of the Lender or any holder of any Obligation to inform such Person of the risks being undertaken by entering into this Agreement and the other Loan Documents or of any changes in such risks and, from and after the date hereof, each Borrower undertakes to keep itself informed of such risks and any changes therein. Further, each Borrower hereby expressly waives any duty which may now or hereafter exist on the part of the Lender or any holder of any Obligation to disclose to such Borrower any matter related to the business, operations, character, collateral, credit or condition (financial or otherwise) of any Borrower or its Affiliates or its or their properties or management, whether now or hereafter known by the Lender or any holder of any Obligation. Each Borrower represents, warrants and agrees that it assumes sole responsibility for obtaining from each other Borrower all information concerning this Agreement and all other Loan Documents and all other information as to any other Borrower and Affiliates or their properties or management or anything relating to any of the above as such Borrower deems necessary or desirable. (e) Each Borrower hereby covenants and agrees that (i) it will not enforce or otherwise exercise (except as may have commenced be necessary to preserve any such rights, but not to realize upon the same) any rights of reimbursement, subrogation, contribution or other similar rights with respect to the Obligations against the Guarantors or any other guarantor of the Obligations or the other Borrowers, prior to the payment in full of the Obligations and the termination of the Commitments hereunder, and (ii) all debt, claims and obligations now or hereafter owing by the other Borrowers to such Borrower are hereby subordinated to the prior payment in full of the Obligations and are subordinated as a claim against the other Borrowers or any of their assets, whether such claim be in the ordinary course of business or in the event of voluntary or involuntary liquidation, dissolution, insolvency or bankruptcy, reorganization, liquidation or similar proceedings.

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all The Obligations of the Borrowers hereunder and under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) the other Loan Documents are joint and several several. Without limiting the generality of the foregoing: (a) Anything herein or in all circumstances; provided that any other Loan Document to the contrary notwithstanding, the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred guaranteed by such Borrower under applicable laws foreign, federal and state Laws relating to the insolvency of debtors. debtors (after giving effect to the right of contribution established in clause (b) below); (b) Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses agrees that it might otherwise have hereunder. If and to the extent that any a Borrower shall have paid more than its proportionate share of the Borrowers shall fail to make any payment with made hereunder, such Borrower shall be entitled to seek and receive contribution from and against any other Borrower hereunder which has not paid its proportionate share of such payment. Each Borrower’s right of contribution shall be subject to the terms and conditions of clause (c) below. The provisions of this clause (b) shall in no respect limit the obligations and liabilities of any Borrower to the Administrative Agent and the Lenders, and each Borrower shall remain liable to the Administrative Agent and the Lenders for the full amount borrowed by such Borrower hereunder. (c) Notwithstanding any payment made by any Borrower hereunder or any set-off or application of funds of any Borrower by the Administrative Agent or any Lender, no Borrower shall be entitled to be subrogated to any of the Obligations as and when due or to perform any rights of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Administrative Agent or any other Loan Document may be unenforceable in any respect Lender against any other Borrower or that any collateral security or guaranty or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall any Borrower seek or be entitled to seek any contribution or reimbursement from any other Borrower in respect of payments made by such Borrower hereunder, until all of the Obligations are paid in full. If any amount shall be paid to any Borrower on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Borrower in trust for the Lenders, segregated from other funds of such Borrower, and shall, forthwith upon receipt by such Borrower, be turned over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may have commenced bankruptcy, reorganization, liquidation or similar proceedingsdetermine.

Joint and Several. Each Borrower agrees Obligation and liability of each Reseller to Administrative Agents, and each Lender, including, without limitation, the Loan Obligations, are the joint and several obligations of each Reseller, and Administrative Agents, and any Lender may proceed directly against any Reseller, or all Resellers, or any Subsidiary Guarantor, or any Guarantor, or any Collateral, or all of the foregoing, or any one of the foregoing or any combination of the foregoing, without first proceeding against Resellers or any Collateral, or without joining all Persons liable or potentially liable for any portion of the Loan Obligations in one action. Each Reseller shall be jointly and severally liable as primary obligor and not merely as surety for repayment of all Loan Obligations arising under the Loan Documents. Such joint and several liability shall apply to each Reseller regardless of whether any Advance was only requested by or on behalf of or made to any other Reseller or the proceeds of any Advance were used only by or on behalf of any other Reseller or any indemnification Obligation or any other Obligation arose only as a result of the action of any other Reseller. If any Reseller makes a payment in respect of the Loan Obligations hereunder and under the other Loan Documents, such Reseller shall have the rights of contribution described in this Section below against the other Reseller or Resellers; provided that such Reseller shall not exercise its right of contribution until all of the representations Loan Obligations are fully and warranties made byindefeasibly paid and satisfied, and the liabilitiesFacility is terminated, obligations and covenants Lenders have no further obligation to extend credit to or for the account of any Reseller; provided, however, that Collateral Agent is hereby granted, for the benefit of Holders of Secured Obligations, a Lien in such right of contribution and applicable to, any and all of may enforce such right during an Existing Default. It is the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability intent of each Borrower Reseller, Administrative Agents, the Collateral Agent and the Lenders that each Reseller’s maximum obligation to repay the Loan Obligations hereunder and under the other Loan Documents shall in no event not exceed the greater of (i) the amount actually borrowed or received directly or indirectly by such Reseller with respect thereto and (ii) the amount which can be incurred is $1.00 less than the amount which, if recorded by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower acceptsReseller as a liability, as co-debtor and would render such Reseller not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsSolvent.

Joint and Several. Each Borrower agrees that the representations obligation and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower to the Credit Parties, including, without limitation, the Obligations, are the joint and several obligations of each Borrower, and the Credit Parties may proceed directly against any Borrower, or all Borrowers, or any Guarantor, or any Collateral, or all of the foregoing, or any one of the foregoing or any combination of the foregoing, without first proceeding against Borrower or any Collateral, or without joining all Persons liable or potentially liable for any portion of the Obligations in one action. Each Borrower shall be jointly and severally liable as primary obligor and not merely as surety for repayment of all Obligations arising under the Loan Documents. Such joint and several liability shall apply to each Borrower regardless of whether any Loan was only requested by or on behalf of or made to any other Borrower or the proceeds of any Loan were used only by or on behalf of any other Borrower or any indemnification obligation or any other obligation arose only as a result of the action of any other Borrower. If any Borrower makes a payment in respect of the Obligations hereunder and under the other Loan Documents, it shall have the rights of contribution described in this Section below and under applicable common law against the other Borrower or Borrowers; provided that such Borrower shall not exercise its right of contribution until all of the Obligations are Paid in Full; provided, however, that Agent, for the benefit of the Credit Parties, is hereby granted a Lien in such right of contribution and may enforce such right upon the occurrence and during the continuance of Event of Default. It is the intent of each Borrower and Lender that each Borrower’s maximum obligation to repay the Obligations hereunder and under the other Loan Documents (the “Loan Obligation Limit”) shall in no event not exceed the greater of (i) the amount actually borrowed or received directly or indirectly by such Borrower with respect thereto and (ii) the amount which can be incurred is $1.00 less than the amount which, if recorded by such Borrower under applicable laws relating to the insolvency of debtorsas a liability, would render such Borrower not Solvent. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to To the extent that any of the Borrowers shall fail to make any Borrower makes a payment with respect to on any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform(a “Loan Obligation Payment”), such Obligation. Every notice by or Borrower (the “Entitled Borrower”) is entitled to the Company shall be deemed also to constitute simultaneous notice by contribution and to each other Borrowerindemnification from, every act or omission by any Borrower also shall be deemed an act or omission of and reimbursement by, each other Borrower and shall be binding upon each other (a “Contributing Borrower”) in the amount of the Contribution Obligation of such Contributing Borrower hereunder. The Lender Parties shall be entitled “Contribution Obligation” of a Contributing Borrower with respect to relythe Loan Obligation Payment of an Entitled Borrower is an amount equal to the greater of (1) the lesser of (x) such Contributing Borrower’s Loan Obligation Limit at the time the Loan Obligation Payment is made and (y) such Contributing Borrower’s Allocable Share of the Loan Obligation Payment, and (2) the amount of all proceeds from the Obligations actually received by such Contributing Borrower or applied by the recipient thereof directly or indirectly for the benefit of such Contributing Borrower, less the sum of any repayments thereof and any Loan Obligation Payments made by such Contributing Borrower prior to the time the applicable Loan Obligation Payment is made. The “Allocable Share” of a Contributing Borrower is a fraction, the numerator of which is such Contributing Borrower’s Loan Obligation Limit at the time the applicable Loan Obligation Payment is made and the denominator of which is the sum of the Loan Obligation Limits of all of the Contributing Borrowers agree that the Lender Parties may so rely, on (plus a similarly computed amount for any notice given or action taken or not taken by the Company Guarantor which has a similar obligation to make a contribution) as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingstime.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that it is jointly and severally liable to Lender for the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtorsSecured Obligations. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms In furtherance thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrower. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of Lender to extend credit to Borrower. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to Lender, (iv) the failure by Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or Lender’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, Lender may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require Lender under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that Lender shall be under no obligation to marshal any other Borrower may have commenced bankruptcy, reorganization, liquidation assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each of the Company and CECE (each a “Borrower agrees Loan Party”) hereby acknowledge and agree that each reference to “Borrower” in this Agreement shall be deemed a reference to each Borrower Loan Party collectively and each Borrower Loan Party hereby acknowledge and agree that it has joint and several liability on the representations Loans and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and on all of Obligations owed by the Borrowers under this Agreement, Agreement and that such liability is absolute and unconditional and shall not in any manner be in every case (whether affected or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred impaired by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of acts or omissions whatsoever by the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due Lenders or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to relyL/C Issuer, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without without limiting the generality of the foregoing, each Borrower agrees that Loan Parties’ joint and several liability on the obligations Loans and other Obligations shall not be impaired by any acceptance by the Lenders and L/C Issuer of such Borrower hereunder and under any other security for or guarantors upon the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Loans or any other Obligation or by any failure, neglect or omission on the Lenders’ or L/C Issuer’s part to resort to any one or all of the Borrower Loan Document may be unenforceable Parties for payment of the Loans or other Obligations or to realize upon or protect any collateral security therefor. Each Borrower Loan Party’s joint and several liability on the Loans and other Obligations shall not in any respect against manner be impaired or affected by who receives or uses the proceeds of the Loans or for what purposes such proceeds are used, and each Borrower Loan Party waives notice of borrowing requests issued by, and loans made to, other Borrower Loan Parties. Such joint and several liability of each Borrower shall also not be impaired or affected by (and each Lender and L/C Issuer, without notice to anyone, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for the Loans or other Obligations or of any guaranty thereof. In order to enforce payment of the Loans and other Obligations, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Administrative Agent hereunder and thereunder and under applicable law, the Administrative Agent shall be under no obligation at any time to first resort to any collateral security, property, liens or any other rights or remedies whatsoever, and the Lenders and L/C Issuer shall have the right to enforce the Loans and the other Obligations irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. By its acceptance below, each Borrower or Loan Party hereby expressly waives and surrenders any defense to its joint and several liability on the Loans and other Obligations based upon any of the foregoing. In furtherance thereof, each Borrower Loan Party agrees that any other wherever in this Agreement it is provided that a Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsLoan Party is liable for a payment such obligation is the joint and several obligation of each Borrower Loan Party.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that it is jointly and severally liable to the representations and warranties made byAdministrative Agent, the Issuing Banks, the Lenders and the liabilities, obligations and covenants of and applicable to, any and all of other Secured Parties for the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtorsSecured Obligations. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms In furtherance thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Issuing Bank, any Lender, any Secured Party or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent, each Issuing Bank, each Lender and each other Secured Party have been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Obligor evidencing or securing the payment of any of the Secured Obligations, or any other Loan Document agreement now or hereafter executed by any other Obligor and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Obligor for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Obligor. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Obligors to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Obligor or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust remedies against any Collateral or other Obligor before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under any obligation to marshal any assets in favor of any Obligor or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. (a) Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) Sellers is accepting joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Transaction Documents shall in no event exceed consideration of the amount which can financial accommodations to be incurred provided by such Borrower the Purchasers under applicable laws relating this Agreement, for the mutual benefit, directly and indirectly, of each of the Sellers and in consideration of the undertakings of the other Seller to accept joint and several liability for the insolvency Aggregate Unpaids and all other obligations of debtors. the Sellers under this Agreement and the other Transaction Documents. (b) Each Borrower of the Sellers, jointly and severally, hereby irrevocably and unconditionally accepts, as co-debtor and not merely as suretya surety but also as a co-debtor, such joint and several liability with the other Borrowers Seller, with respect to the payment and performance of all of the Aggregate Unpaids, it being the intention of the parties hereto that all the Aggregate Unpaids shall be the joint and several obligations of each of the Sellers without preferences or distinction between them. (c) Except as otherwise expressly provided in this Agreement, each Seller hereby waives notice of acceptance of its joint and several liability, notice of the occurrence of any Amortization Event or Potential Amortization Event, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Agent or any Purchaser under or in respect of the Aggregate Unpaids, 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 Seller hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Aggregate Unpaids, the acceptance of any payment of any of the Aggregate Unpaids, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Agent or any Purchaser at any time or times in respect of any default by any Seller in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all suretyship defenses that it might otherwise have hereunder. If and to other indulgences whatsoever by the extent that Agent or any Purchaser in respect of any of the Borrowers shall fail to make Aggregate Unpaids, and the taking, addition, substitution or release, in whole or in part, at any payment with respect to time or times, of any security for any of the Obligations as and when due Aggregate Unpaids or to perform the addition, substitution or release, in whole or in part, of any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSeller. Without limiting the generality of the foregoing, each Borrower agrees that Seller assents to any other action or delay in acting or failure to act on the part of the Agent or any Purchaser with respect to the failure by any Seller to comply with any of its respective obligations, it being the intention of each Seller that, so long as any of the Aggregate Unpaids hereunder remain unsatisfied, the obligations of such Borrower hereunder Seller under this Section 14.19 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Seller under this Section 14.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Seller or the Agent or any Purchaser. (d) Each Seller represents and warrants to the Agent and the Purchasers that such Seller is currently informed of the financial condition of the other Loan Documents Seller and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Aggregate Unpaids. Each Seller hereby covenants that such Seller will continue to keep informed of the other Seller’s financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Aggregate Unpaids. (e) Each Seller agrees that the Agent and the Purchasers may, in their sole and absolute discretion, select the Receivables of any one of the Sellers for sale or application to the Aggregate Unpaids, without regard to the ownership of such Receivables, and shall not be required to make such selection ratably from the Receivables owned by any of the Sellers. (f) The provisions of this Section 14.19 are made for the benefit of the Agent, the Purchasers and their respective successors and assigns, and may be enforced by it or them from time to time against any or all of the Sellers as often as occasion therefor may arise and without requirement on the part of the Agent, any Purchasers or any such 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 Sellers or to exhaust any remedies available to it or them against any of the other Sellers or to resort to any other source or means of obtaining payment of any of the Aggregate Unpaids hereunder or to elect any other remedy. The provisions of this Section 14.19 shall remain in effect until all of the Aggregate Unpaids shall have been paid in full or otherwise fully satisfied, the Commitments have terminated and no Letters of Credit shall be enforceable against such Borrower notwithstanding that this Agreement outstanding. If at any time, any payment, or any part thereof, made in respect of any of the Aggregate Unpaids, is rescinded or must otherwise be restored or returned by the Agent or any Purchaser upon the insolvency, bankruptcy or reorganization of any of the Sellers, or otherwise, the provisions of this Section 14.19 will forthwith be reinstated in effect, as though such payment had not been made. (g) Each Seller hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Loan Document Seller with respect to any liability incurred by it hereunder or under any of the other Transaction Documents, any payments made by it to the Agent or any Purchaser with respect to any of the Aggregate Unpaids or any collateral security therefor until such time as all of the Aggregate Unpaids have been paid in full in cash, the Commitments have terminated and no Letters of Credit shall be outstanding. Any claim which any Seller may be unenforceable in any respect have against any other Borrower Seller with respect to any payments to the Agent or that any Purchaser hereunder or under any other Borrower may have commenced Transaction Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Aggregate Unpaids arising hereunder or thereunder, to the prior payment in full in cash of the Aggregate Unpaids and, in the event of any insolvency, bankruptcy, reorganizationreceivership, liquidation liquidation, reorganization or other similar proceedingsproceeding under the laws of any jurisdiction relating to any Seller, its debts or its assets, whether voluntary or involuntary, all such Aggregate Unpaids 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 Seller therefor. (h) Each of the Sellers hereby agrees that, after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, the payment of any amounts due with respect to the indebtedness owing by any Seller to any other Seller is hereby subordinated to the prior payment in full in cash of the Aggregate Unpaids. Each Seller hereby agrees that after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, such Seller will not demand, xxx for or otherwise attempt to collect any indebtedness of any other Seller owing to such Seller until the Aggregate Unpaids shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Seller shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Seller as trustee for the Agent and the Purchasers, and such Seller shall deliver any such amounts to the Agent for application to the Aggregate Unpaids in accordance with Article II.

Joint and Several. Each of the Company and CECE (each a “Borrower agrees Loan Party”) hereby acknowledge and agree that each reference to “Borrower” in this Agreement shall be deemed a reference to each Borrower Loan Party collectively and each Borrower Loan Party hereby acknowledge and agree that it has joint and several liability on the representations Loans and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and on all of Obligations owed by the Borrowers under this Agreement, Agreement and that such liability is absolute and unconditional and shall not in any manner be in every case (whether affected or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred impaired by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of acts or omissions whatsoever by the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to relyLenders, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without without limiting the generality of the foregoing, each Borrower agrees that Loan Parties’ joint and several liability on the obligations Loans and other Obligations shall not be impaired by any acceptance by the Lenders of such Borrower hereunder and under any other security for or guarantors upon the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Loans or any other Obligation or by any failure, neglect or omission on the Lenders’ part to resort to any one or all of the Borrower Loan Document may be unenforceable Parties for payment of the Loans or other Obligations or to realize upon or protect any collateral security therefor. Each Borrower Loan Party’s joint and several liability on the Loans and other Obligations shall not in any respect against manner be impaired or affected by who receives or uses the proceeds of the Loans or for what purposes such proceeds are used, and each Borrower Loan Party waives notice of borrowing requests issued by, and loans made to, other Borrower Loan Parties. Such joint and several liability of each Borrower shall also not be impaired or affected by (and each Lender, without notice to anyone, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for the Loans or other Obligations or of any guaranty thereof. In order to enforce payment of the Loans and other Obligations, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Administrative Agent hereunder and thereunder and under applicable law, the Administrative Agent shall be under no obligation at any time to first resort to any collateral security, property, liens or any other rights or remedies whatsoever, and the Lenders shall have the right to enforce the Loans and the other Obligations irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. By its acceptance below, each Borrower or Loan Party hereby expressly waives and surrenders any defense to its joint and several liability on the Loans and other Obligations based upon any of the foregoing. In furtherance thereof, each Borrower Loan Party agrees that any other wherever in this Agreement it is provided that a Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsLoan Party is liable for a payment such obligation is the joint and several obligation of each Borrower Loan Party.

Joint and Several. Each Borrower of the Borrowers hereby acknowledges and agrees that the representations it has joint and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and several liability on all of Obligations (except for its Excluded Swap Obligations) owed by the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint Agreement and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents and that such liability is absolute and unconditional and shall not in no event exceed the amount which can any manner be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due affected or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission impaired by any Borrower also shall be deemed an act acts or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to relyomissions whatsoever by the Administrative Agent, the L/C Issuers or any Lender, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without without limiting the generality of the foregoing, each Borrower agrees that of the obligations of such Borrower hereunder Borrowers’ joint and several liability on the Obligations under this Agreement and the other Loan Documents shall not be enforceable against such Borrower notwithstanding that impaired by any acceptance by the Administrative Agent, any L/C Issuer or any Lender of any other security for or guarantors upon the Obligations under this Agreement or any other Loan Document may be unenforceable or by any failure, neglect or omission on the Administrative Agent’s, any L/C Issuer’s or any Lender’s part to resort to any one or all of the Borrowers for payment of the Obligations under this Agreement or any other Loan Document or to realize upon or protect any collateral security therefor. Each of the Borrowers’ joint and several liability hereunder shall not in any respect manner be impaired or affected by who receives or uses the proceeds of the Loans, or the Letters of Credit, or for what purposes such proceeds are used, and each of the Borrowers waives notice of requests for extensions of credit issued by, and the Loans and Letters of Credit made to or for the account of, any other Borrower. Each of the Borrowers hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse, or subrogation available to any such Borrower for payment under this Agreement or any other Loan Document against any other Borrower party liable therefor unless and until Payment in Full shall have occurred (it being agreed the foregoing does not restrict reimbursement of expenses between the Borrowers in the ordinary course of business). Such joint and several liability of each of the Borrowers shall also not be impaired or that affected by (and each Lender, each L/C Issuer and the Administrative Agent, without notice to anyone, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for the Obligations under this Agreement or any other Loan Document or of any guaranty thereof. In order to enforce payment of the Obligations under this Agreement and the other Loan Documents, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Lenders, the L/C Issuers and/or the Administrative Agent hereunder and thereunder and under applicable law, no Lender, L/C Issuer or the Administrative Agent shall be under any obligation at any time to first resort to any collateral security, property, liens or any other rights or remedies whatsoever, and the Lenders, the L/C Issuers and/or the Administrative Agent shall have the right to enforce the Obligations under this Agreement and the other Loan Documents irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. Each of the Borrowers hereby expressly waives and surrenders any defense to its joint and several liability on the Obligations under this Agreement or any other Loan Document based upon any of the foregoing. In furtherance thereof, each of the Borrowers agrees that wherever in this Agreement it is provided that a Borrower may have commenced bankruptcyis liable for a payment such obligation is the joint and several obligation of each of the Borrowers. Each of the Loan Parties acknowledges and agrees that (i) upon the Restatement Closing Date, reorganizationeach of the Existing Borrowers (other than Parent) shall cease to be Borrowers and shall instead be Guarantors and (ii) Parent shall remain liable as Borrower, liquidation or similar proceedingsand the Existing Borrowers (other than Parent) shall remain liable as Guarantors, for the Obligations, including without limitation, the Obligations created under the Existing Credit Agreement (which shall continue but which shall be governed by the terms of this Agreement on and after the Restatement Closing Date).

Joint and Several. Each of the Borrowers (each a “Borrower Loan Party”) hereby acknowledges and agrees that each reference to “Borrower” in this Agreement shall be deemed a reference to each Borrower Loan Party collectively and each Borrower Loan Party hereby acknowledges and agrees that it has joint and several liability on the representations Loans, Notes, Reimbursement Obligations and warranties made by, and the liabilities, on all obligations and covenants of and applicable to, any and all of owed by the Borrowers under this Agreement, Agreement and that such liability is absolute and unconditional and shall not in any manner be in every case (whether affected or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred impaired by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of acts or omissions whatsoever by the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to relyLenders, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without without limiting the generality of the foregoing, each Borrower agrees that Loan Party’s joint and several liability on the obligations of such Borrower hereunder Loans, Notes, Reimbursement Obligations and under this Agreement shall not be impaired by any acceptance by the Lenders of any other Loan Documents shall be enforceable against such Borrower notwithstanding that security for or guarantors upon the Loans, Notes, Reimbursement Obligations or any obligations under this Agreement or by any failure, neglect or omission on the Lenders’ part to resort to any one or all of the Borrower Loan Parties for payment of the Loans, Notes, Reimbursement Obligations or the obligations under this Agreement or to realize upon or protect any collateral security therefor. Each Borrower Loan Party’s joint and several liability on the Loans, Notes, Reimbursement Obligations and under this Agreement shall not in any manner be impaired or affected by who receives or uses the proceeds of the Loans, Reimbursement Obligations or for what purposes such proceeds are used, and each Borrower Loan Party waives notice of borrowing requests issued by, and loans made to, other Borrower Loan Parties. Such joint and several liability of each Borrower shall also not be impaired or affected by (and each Lender, without notice to anyone, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for the Loans, Notes, Reimbursement Obligations or the obligations under this Agreement or of any guaranty thereof. In order to enforce payment of the Loans, Notes, Reimbursement Obligations and the Borrower Loan Parties’ obligations under this Agreement, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Administrative Agent hereunder and thereunder and under applicable law, the Administrative Agent shall be under no obligation at any time to first resort to any collateral security, property, liens or any other rights or remedies whatsoever, and the Lenders shall have the right to enforce the Loans, Notes, Reimbursement Obligations and the Borrower Loan Document may be unenforceable Parties’ obligations under this Agreement irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. By its acceptance below, each Borrower Loan Party hereby expressly waives and surrenders any defense to its joint and several liability on the Loans, Notes or Reimbursement Obligations under this Agreement based upon any of the foregoing. In furtherance thereof, each Borrower Loan Party agrees that wherever in any respect against any other this Agreement it is provided that a Borrower or that any other Loan Party is liable for a payment such obligation is the joint and several obligation of each Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsLoan Party.

Joint and Several. Each Borrower of the Sellers and the Buyer hereby acknowledges and agrees that the representations Original Sellers are each jointly and warranties made by, severally liable to the Buyer for all of their and the liabilitiesAdditional Sellers’ respective representations, obligations warranties and covenants of hereunder and applicable to, any and all of the Borrowers under this Agreement, shall be in every case . The Original Sellers hereby unconditionally and irrevocably guarantee to the Buyer the prompt and complete payment and performance by the Additional Sellers when due (whether at the stated maturity, by acceleration or not specifically so stated in each such case hereinotherwise) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtorstheir Obligations hereunder. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby Original Seller waives any and all suretyship defenses notice of the creation, renewal, extension or accrual of any of the Additional Sellers’ Obligations hereunder and notice of or proof of reliance by the Buyer upon this guaranty or acceptance of this guaranty; the Additional Sellers’ Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this guaranty; and all dealings between the Original Sellers or the Additional Sellers, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this guaranty. Each Original Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Additional Sellers or this guaranty with respect to the Additional Sellers’ Obligations. This guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability of this Agreement, the other Program Agreements, any of the Additional Sellers’ Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Additional Sellers against the Buyer, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Additional Sellers or the Original Sellers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Additional Sellers for their Obligations, or of the Original Sellers under this guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Original Sellers, the Buyer may, but shall be under no obligation, to pursue such rights and remedies that it might otherwise they may have against the Additional Sellers or any other Person or against any collateral security or guarantee for the Additional Sellers’ Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Additional Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Original Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Original Sellers of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Original Sellers. If This guaranty shall remain in full force and effect and be binding in accordance with and to the extent that any of its terms upon the Original Sellers and their successors and assigns thereof, and shall inure to the benefit of the Borrowers shall fail to make any payment with respect to any of the Obligations as Buyer, and when due or to perform any of the Obligations in accordance with the terms thereofits successors, then in each such event the other Borrowers will make such payment with respect toindorsees, or performtransferees and assigns, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission until all of each other Borrower Additional Seller’s Obligations and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder each Original Seller under this guaranty and under the other Loan Documents this Agreement shall be enforceable against such Borrower have been satisfied by payment in full, notwithstanding that from time to time during the term of this Agreement, the Additional Sellers may be free from any Obligations. Notwithstanding anything contained herein, in this Agreement or in any other Loan Document may document related thereto, each of the Additional Sellers shall be unenforceable in any respect against liable solely for such Additional Seller’s individual and direct obligations as a Seller hereunder, under this Agreement and under any other Borrower document related thereto, and no recourse shall be had against such Additional Seller, individually or that personally, as a guarantor, surety or joint obligor, whether by levy or execution, or under any law, or by the enforcement of any assessment or penalty or otherwise, for the payment or performance of any other Borrower may have commenced bankruptcySeller’s obligations hereunder, reorganization, liquidation under this Agreement or similar proceedingsunder any other document related thereto.

Joint and Several. Each Borrower is part of a group of affiliated Persons, and each Borrower expects to receive substantial direct and indirect benefits from the extension of the credit facility established pursuant to this Agreement. In consideration of the foregoing, each Borrower hereby irrevocably and unconditionally agrees that the representations it is jointly and warranties made by, and severally liable for all of the liabilities, obligations obligations, covenants and covenants of and applicable to, any and all agreements of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents, whether now or hereafter existing or due or to become due. The obligations of the Borrowers under the Loan Documents shall may be enforced by the Agent and the Lenders against any Borrower or all Borrowers in no event exceed any manner or order selected by the amount which can be incurred by such Borrower under applicable laws relating to Agent or the insolvency of debtorsRequired Lenders in their sole discretion. Each Borrower acceptshereby irrevocably waives (i) any rights of subrogation and (ii) any rights of contribution, as co-debtor and not merely as suretyindemnity or reimbursement, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses in each case, that it might otherwise have hereunder. If and may acquire or that may arise against any other Borrower due to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereofperformance made under this Agreement, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company case until all Obligations shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are have been fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrowersatisfied. Without limiting the generality foregoing provisions of the foregoingthis Section 9.23, each Borrower acknowledges and agrees that that: (a) its obligations under this Agreement shall remain enforceable against it even though such obligations may be unenforceable or not allowable against any other Borrower due to the existence of an insolvency proceeding involving any other Borrower; (b) its obligations under this Agreement are independent of the obligations of any other Borrower, and a separate action or actions may be brought and prosecuted against it in respect of such obligations irrespective of whether any action is brought against any other Borrower hereunder and or any other Borrower is joined in any such action or actions; (c) it hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of this Agreement, any other Loan Document or any agreement or instrument relating hereto or thereto in respect of any other Borrower; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of any other Borrower under or in respect of this Agreement, the other Loan Documents shall be enforceable against such Borrower notwithstanding that Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any other Loan Document may be unenforceable Document, in any respect against of any other Borrower Borrower; (iii) any change, restructuring or that termination of the structure or existence of any other Borrower Borrower; (iv) the failure of any other Person to execute or deliver any other agreement or the release or reduction of liability of any other Person with respect to any obligations of the Borrowers under this Agreement or any other Loan Document; (v) any other circumstance (including any statute of limitations but other than the Obligations having been fully satisfied) or any existence of or reliance on any representation by any other Person that might otherwise constitute a defense available to, or a discharge of, any other Borrower; or (vi) the application of any Loan proceeds to, or the extension of any other credit for the benefit of, any other Borrower, any other Credit Party, or any of their Subsidiaries; (d) its obligations under this Agreement and the other Loan Documents shall continue to be effective or be reinstated, as the case may have commenced bankruptcybe, reorganizationif at any time any payment of any such obligations is rescinded or must otherwise be returned by any Person upon the insolvency, liquidation bankruptcy or similar proceedingsreorganization of any other Borrower, all as though such payment had not been made; and (e) it hereby unconditionally and irrevocably waives any right to revoke its joint and several liability under the Loan Documents and acknowledges that such liability is continuing in nature and applies to all obligations of the Borrowers under the Loan Documents, whether existing now or in the future.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower acceptsAdministrative Agent, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Banks and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Issuing Bank, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent, each Issuing Bank and each Lender have been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of the Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under any obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower agrees Obligation and liability of Reseller and each Guarantor to Administrative Agents, Letter of Credit Issuer, and each Lender, including the Loan Obligations, are the joint and several obligations of Reseller and each Guarantor, and Administrative Agents, Letter of Credit Issuer, and any Lender may proceed directly against Reseller, Guarantors, any Collateral, or all of the foregoing, or any one of the foregoing or any combination of the foregoing, without first proceeding against Reseller, any Guarantor or any Collateral, or without joining all Persons liable or potentially liable for any portion of the Loan Obligations in one action. Reseller and each Guarantor shall be jointly and severally liable as primary obligor and not merely as surety for repayment of all Loan Obligations arising under the Loan Documents. If Reseller or any Guarantor makes a payment in respect of the Loan Obligations hereunder and under the other Loan Documents, Reseller or such Guarantor shall have the rights of contribution described in this Section below against Reseller or other Guarantors; provided that Reseller or such Guarantor shall not exercise its right of contribution until all of the representations Loan Obligations are fully and warranties made byindefeasibly paid and satisfied, and the liabilitiesFacilities are terminated, obligations no Letters of Credit are outstanding and covenants the Letter of Credit Exposure is zero and applicable toLenders have no further obligation to extend credit to or for the account of any Reseller; provided, any however, that Collateral Agent is hereby granted, for the benefit of Lenders, a Security Interest in such right of contribution and all may enforce such right during an Existing Default. It is the intent of Reseller, Guarantors, Administrative Agents, Letter of Credit Issuer and Lenders that Reseller’s and Guarantors’ maximum obligation to repay the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower Loan Obligations hereunder and under the other Loan Documents (the Loan Obligation Limit) shall in no event not exceed the greater of (a) the amount actually borrowed or received directly or indirectly by Reseller with respect thereto and (b) the amount which can be incurred is $1.00 less than the amount which, if recorded by Reseller or such Borrower under applicable laws relating to the insolvency of debtorsGuarantor as a liability, would render Reseller or such Guarantor not Solvent. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to To the extent that Reseller or any Guarantor makes a payment on any of the Borrowers shall fail Loan Obligations (a “Loan Obligation Payment”), Reseller or such Guarantor (the “Entitled Obligor”) is entitled to make any payment contribution and indemnification from, and reimbursement by, each other Reseller (a “Contributing Obligor”) in the amount of the Contribution Obligation of such Contributing Obligor hereunder. The “Contribution Obligation” of a Contributing Obligor with respect to any the Loan Obligation Payment of an Entitled Obligor is an amount equal to the greater of (a) the lesser of (i) such Contributing Obligor’s Loan Obligation Limit at the time the Loan Obligation Payment is made and (ii) such Contributing Obligor’s Allocable Share of the Loan Obligation Payment, and (b) the amount of all proceeds from the Loan Obligations as actually received by such Contributing Obligor or applied by the recipient thereof directly or indirectly for the benefit of such Contributing Obligor, less the sum of any repayments thereof and when due or any Loan Obligation Payments made by such Contributing Obligor prior to perform any the time the applicable Loan Obligation Payment is made. The “Allocable Share” of a Contributing Obligor is a fraction, the numerator of which is such Contributing Obligor’s Loan Obligation Limit at the time the applicable Loan Obligation Payment is made and the denominator of which is the sum of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission Loan Obligation Limits of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on Contributing Obligor (plus a similarly computed amount for any notice given or action taken or not taken by the Company Guarantor which has a similar obligation to make a contribution) as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingstime.

Joint and Several. (a) Each Borrower agrees acknowledges that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and severally liable for all of the Obligations under the Loan Documents. Each Borrower expressly understands, agrees and acknowledges that (i) Borrowers under this Agreementare all Affiliated entities by common ownership, shall be in every case (whether or not specifically so stated in each such case hereinii) joint and several in all circumstances; provided that the maximum liability of each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that Lenders extend such a common credit facility on the terms herein provided, (iv) Lenders will be lending against, and relying on a Lien upon, all of Borrowers’ assets even though the proceeds of the Loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of such Loan by Lenders and under the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, Borrower and all (vii) each Borrower has executed or will execute the Note as a co-maker of the Borrowers agree Note and that it would not be able to obtain the Lender Parties may so rely, on any notice given or action taken or not taken credit provided by Lenders hereunder without the financial support provided by the Company as being authorized by all of the other Borrowers. The Issuing Bank Each Borrower hereby absolutely and unconditionally guarantees to Agent and Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoingExcept as set forth in Section 2.13, each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 7.24 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Section 7.24 shall be absolute and unconditional. (b) If (i) any court holds that Borrowers are guarantors and not jointly and severally liable as principal obligors or (ii) Bankruptcy Proceedings are instituted by or against any Borrower, then each Borrower hereby: (A) expressly and irrevocably waives, to the fullest extent possible, on behalf of such Borrower, any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, set off or any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of a claim against any Person, and which such Borrower hereunder may have or hereafter acquire against any Person in connection with or as a result of such Borrower’s execution, delivery and/or performance of this Agreement, or any other documents to which such Borrower is a party or otherwise; (B) expressly and under irrevocably waives any “claim” (as such term is defined in the Bankruptcy Code) of any kind against any other Loan Documents Borrower, and further agrees that it shall be enforceable not have or assert any such rights against any Person (including any surety), either directly or as an attempted set off to any action commenced against such Borrower notwithstanding that this Agreement by Lender or any other Loan Document may be unenforceable Person; and (C) acknowledges and agrees (I) that this waiver is intended to benefit Lender and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Agreement, and (II) that Lender and its successors and assigns are intended beneficiaries of this waiver, and the agreements set forth in any respect against any other Borrower or that any other Borrower may have commenced bankruptcythis Section 7.24 and their rights under this Section 7.24 shall survive payment in full of the Obligations. (c) EACH BORROWER WAIVES THE FILING OF A CLAIM WITH A COURT IN THE EVENT OF RECEIVERSHIP OR BANKRUPTCY OF ANY BORROWER, reorganizationAND WAIVES EVERY DEFENSE, liquidation or similar proceedingsCAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH ANY BORROWER MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY LENDER IN ENFORCING THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, EVERY DEFENSE, COUNTERCLAIM OR SETOFF WHICH SUCH BORROWER MAY NOW HAVE, OR HEREAFTER MAY HAVE, AGAINST ANOTHER BORROWER OR ANY OTHER PARTY LIABLE AS LENDER IN ANY MANNER. AS FURTHER SECURITY, ANY AND ALL DEBTS AND LIABILITIES NOW OR HEREAFTER ARISING AND OWING TO ANY BORROWER BY ANY OTHER BORROWER, OR TO ANY OTHER PARTY LIABLE TO LENDER, ARE HEREBY SUBORDINATED TO LENDER’S CLAIMS AND UPON THE OCCURRENCE OF AN EVENT OF DEFAULT ARE ASSIGNED TO LENDER. EACH BORROWER RATIFIES AND CONFIRMS WHATEVER LENDER MAY DO PURSUANT TO THE TERMS HEREOF, AND AGREES THAT LENDER SHALL NOT BE LIABLE FOR ANY ERROR IN JUDGMENT OR MISTAKES OF FACT OR LAW. EACH BORROWER HEREBY AGREES THAT IT MAY BE JOINED AS A PARTY DEFENDANT IN ANY LEGAL PROCEEDING (INCLUDING, BUT NOT LIMITED TO, A FORECLOSURE PROCEEDING) INSTITUTED BY LENDER AGAINST ANY OTHER BORROWER.

Joint and Several. Each Borrower agrees Seller Parties, Administrative Agent and Buyers hereby acknowledge and agree that each Seller Party is jointly and severally liable to Administrative Agent and Buyers for the representations full, complete and warranties made by, punctual performance and the liabilities, satisfaction of all obligations and covenants of and applicable to, any and all of the Borrowers Seller Party under this Agreement, shall be in every case provided, however, Buyers (whether including any Repledgee) agree that Administrative Agent has the sole, exclusive and non-delegable right and power to enforce this Agreement and any other Program Agreement against a Seller Party or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under Guarantor, as applicable, as agent for the other Loan Documents shall in no event exceed Buyers/Repledgee and notwithstanding the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtorsfollowing text or any Program Agreement. Each Borrower acceptsAccordingly, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby each Seller Party waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any notice of the Borrowers shall fail to make any payment with respect to creation, renewal, extension or accrual of any of the Obligations as and when due notice of or proof of reliance by Administrative Agent or any Buyer upon such Seller Party’s joint and several liability. Each Seller Party waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to perform any of the Obligations in accordance with the terms thereof, then in each or upon such event the other Borrowers will make such payment Seller Party with respect to the Obligations. When pursuing its rights and remedies hereunder against any Seller Party, Administrative Agent and any Buyer may, but shall be under no obligation to, or perform, pursue such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by rights and to each other Borrower, every act or omission by remedies hereunder against any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Seller Party or any other Loan Document may be unenforceable in any respect Person or against any collateral security for the Obligations or any right of offset with respect thereto, and any failure by Administrative Agent or any Buyer to pursue such other Borrower rights or that remedies or to collect any payments from such Seller Party or any such other Borrower may have commenced bankruptcyPerson to realize upon any such collateral security or to exercise any such right of offset, reorganizationor any release of such Seller Party or any such other Person or any such collateral security, liquidation or similar proceedingsright of offset, shall not relieve such Seller Party of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Administrative Agent or such Buyer against such Seller Party.

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, The obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower Note Parties hereunder and under the other Loan Note Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such are joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrowerseveral. Without limiting the generality of the foregoing, each Borrower agrees that reference is hereby made to Article II of the Guaranty and Security Agreement, to which the obligations of such Borrower hereunder Issuers and under the other Loan Documents Note Parties are subject. Each Note Issuer acknowledges that it is jointly and severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each Issuer to the Purchasers howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by the Purchasers. Each Issuer agrees that if this guaranty would, but for the application of this sentence, be unenforceable under applicable law, this guaranty shall be valid and enforceable against such Borrower notwithstanding to the maximum extent that would not cause this Agreement guaranty to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Issuer hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Issuer or any guarantor or other action to enforce the same, (c) the waiver or consent by any Purchaser or any other Loan Document may be unenforceable Person with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Issuer and delivered to any Purchaser or any other Person (other than a waiver, forgiveness or consent by a Purchaser or other Person, as applicable, that reduces the amount of any of the Note Obligations to such Person), (d) intentionally omitted, (e) any Purchaser’s election, in any respect against proceeding instituted under the Bankruptcy Code or any other Borrower similar bankruptcy or that insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other Borrower may similar bankruptcy or insolvency legislation, (f) any borrowing by any Issuer as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of any Purchaser’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of an Issuer or a guarantor (other than payment in full of the Note Obligations). Notwithstanding anything to the contrary set forth in this Section 9.23, it is the intent of the parties hereto that the liability incurred by each Issuer in respect of the Obligations of the other Issuers (and any Lien granted by each Issuer to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Issuer and each Purchaser hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Issuer in respect of the Obligations of any other Issuer (or any Liens granted by such Issuer to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Note Documents shall automatically be deemed to have commenced bankruptcy, reorganization, liquidation or similar proceedingsbeen amended accordingly.

Joint and Several. Each Borrower agrees that Obligation and liability of each Company, are the representations joint and warranties made byseveral obligations of each Company, and Administrative Agent and the liabilitiesLenders may proceed directly against any Company, obligations and covenants of and applicable to, any and or all of the Borrowers under this AgreementCompanies, any Loan Party, any Guarantor, or any Collateral or the Real Estate Collateral, or all of the foregoing, or any one of the foregoing or any combination of the foregoing, without first proceeding against Company, any other Loan Party, any Guarantor or any Collateral or the Real Estate Collateral, or without joining all Persons liable or potentially liable for any portion of the Obligations in one action. Each Company shall be in every case (whether or jointly and severally liable as primary obligor and not specifically so stated in each such case herein) merely as surety for repayment of all Obligations arising under the Loan Documents. Such joint and several liability shall apply to each Company regardless of whether any Loan was only requested by or on behalf of or made to any other Company or the proceeds of any Loan were used only by or on behalf of any other Company or any indemnification Obligation or any other Obligation arose only as a result of the action of any other Company. If any Company makes a payment in all circumstancesrespect of the Obligations hereunder and under the other Loan Documents, it shall have the rights of contribution described in this Section below against the other Company or Companies; provided that such Company shall not exercise its right of contribution until all of the maximum liability Obligations are Paid in Full; provided, however, that Administrative Agent is hereby granted a Lien and security interest in such right of contribution and may enforce such right upon the occurrence and during the continuance of an Event of Default. It is the intent of each Borrower Company, the Administrative Agent and each Lender that each Company’s maximum obligation to repay the Obligations hereunder and under the other Loan Documents (the “Obligation Limit”) shall in no event not exceed the greater of (i) the amount actually borrowed or received directly or indirectly by such Company with respect thereto and (ii) the amount which can be incurred is $1.00 less than the amount which, if recorded by such Borrower under applicable laws relating to the insolvency of debtorsCompany as a liability, would render such Company not solvent. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to To the extent that any of the Borrowers shall fail to make any Company makes a payment with respect to on any of the Obligations as (a “Obligation Payment”), such Company (the “Entitled Company”) is entitled to contribution and when due or to perform any indemnification from, and reimbursement by, each other Company (a “Contributing Company”) in the amount of the Obligations in accordance with the terms thereof, then in each Contribution Obligation of such event the other Borrowers will make such payment Contributing Company hereunder. The “Contribution Obligation” of a Contributing Company with respect to, or perform, such Obligation. Every notice by or to the Obligation Payment of an Entitled Company shall be deemed also is an amount equal to constitute simultaneous notice the greater of (1) the lesser of (x) such Contributing Company’s Obligation Limit at the time the Obligation Payment is made and (y) such Contributing Company’s Allocable Share of the Obligation Payment, and (2) the amount of all proceeds from the Obligations actually received by such Contributing Company or applied by the recipient thereof directly or indirectly for the benefit of such Contributing Company, less the sum of any repayments thereof and any Obligation Payments made by such Contributing Company prior to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrowerthe time the applicable Obligation Payment is made. The Lender Parties shall be entitled to rely“Allocable Share” of a Contributing Company is a fraction, the numerator of which is such Contributing Company’s Obligation Limit at the time the applicable Obligation Payment is made and the denominator of which is the sum of the Obligation Limits of all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or Contributing Companies (plus a similarly computed amount for any other Loan Document may be unenforceable in any respect against any other Borrower Party or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or Guarantor which has a similar proceedingsobligation to make a contribution) as of such time.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtorsLender for the Secured Obligations. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms In furtherance thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lender to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Lender, (iv) the failure by the Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Lender’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Lender may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Lender under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that the Lender shall be under no obligation to marshal any other Borrower may have commenced bankruptcy, reorganization, liquidation assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, (a) The obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower Credit Parties hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such are joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. several. (b) Without limiting the generality of the foregoing: (i) reference is hereby made to Article II of the Guaranty and Security Agreement, to which the obligations of the Credit Parties are subject; and (ii) each Person composing Borrower shall be liable for all amounts due to the Administrative Agent, the Lenders and other Secured Parties under this Agreement and the other Loan Documents, regardless of which Person actually receives the proceeds of the Term Loans or the manner in which the Administrative Agent or any Lender accounts for the Term Loans on its books and records. Each such Person’s Obligations, and each such Person’s Obligations arising as a result of the joint and several liability arising hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of each Person composing Borrower. Each such Person’s Obligations arising as a result of the joint and several liability hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Persons composing Borrower or of any Loan Document evidencing all or any part of the Obligations of the other Persons composing Borrower, (b) the absence of any attempt to collect the Obligations from the other Persons composing Borrower or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent and the Required Lenders with respect to any provision of any instrument evidencing the Obligations of the other Persons composing Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Persons composing Borrower and delivered to the Administrative Agent and the Lenders, (d) the failure by the Administrative Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or Collateral of the other Persons composing Borrower, (e) any election in any proceeding instituted under the Bankruptcy Code of the application of section 1111(b)(2) of the Bankruptcy Code, (f) any borrowing or grant of a security interest by the other Persons composing Borrower, as debtors-in-possession under section 364 of the Bankruptcy Code, (g) the disallowance of all or any portion of any claim by the Administrative Agent or any Lender for the repayment of the Obligations of the other Persons composing Borrower under section 502 of the Bankruptcy Code, or (h) any other circumstances which might constitute a legal or equitable discharge or defense of any Person composing Borrower. With respect to each such Person’s Obligations arising as a result of the joint and several liability of the Borrower under this Agreement and the other Loan Documents, each Person composing Borrower waives any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Person, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Lender to secure payment of the Obligations or any other liability of the Persons composing Borrower to the Administrative Agent or any Lender. Upon and during the continuance of any Event of Default, the Administrative Agent may proceed directly and at once, without notice, against any Person composing Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Person composing Borrower or any other Person, or against any security or collateral for the Obligations. Each Person composing Borrower consents and agrees that the obligations of such Borrower hereunder Administrative Agent, the Lenders, and under the other Loan Documents Secured Parties shall be enforceable under no obligation to marshal any assets in favor of Person or against such Borrower notwithstanding that this Agreement or in payment of any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsall of the Obligations.

Joint and Several. BORROWERS ACKNOWLEDGE AND IRREVOCABLY AGREE THAT THEY SHALL BE JOINTLY AND SEVERALLY LIABLE, IN ALL RESPECTS, FOR THE PAYMENT AND PERFORMANCE OF THE LOANS, ALL OTHER OBLIGATIONS, AND THIS AGREEMENT (INCLUDING EACH OF THE OBLIGATIONS, COVENANTS AND AGREEMENTS SET FORTH HEREIN). Each Borrower hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally promises to pay to Lender, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Obligations and all costs and expenses including, without limitation, all court costs and Attorney Costs and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by Lender in endeavoring to collect all or any part of the Obligations from, or in prosecuting any action against, any Borrower or any guarantor of all or any part of the Obligations. Each Borrower further agrees that the representations and warranties made byObligations may be extended or renewed in whole or in part without notice to or further assent from it, and the liabilities, obligations and covenants of and applicable to, that it remains bound pursuant to this Section 15 notwithstanding any and all of the Borrowers under this Agreement, shall be in every case (whether such extension or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtorsrenewal. Each Borrower accepts, as co-debtor is primarily and not merely as suretysecondarily liable for all Obligations, such joint and several liability with the other Borrowers and hereby waives any and including all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoingEach Borrower waives any right to require Lender to xxx any Borrower, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement any guarantor, or any other Loan Document may be unenforceable in Person obligated for all or any respect part of the Obligations (each, an “Obligated Party”), or otherwise to enforce its payment against any other Borrower Collateral securing all or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingspart of the Obligations.

Joint and Several. Each Borrower agrees that All of the Obligations, covenants, representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, Borrower in any and all of the Borrowers under this Agreement, Receivables Loan Documents shall be in every case (whether or not specifically so stated in each such case herein) the joint and several in all circumstances; provided that the maximum liability Obligations, covenants, representations and warranties of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating entity constituting Borrower, except to the insolvency of debtorsextent otherwise set forth to the contrary. Each Although Lender and Borrower acceptsintend that each entity constituting Borrower shall be jointly and severally liable for all Obligations, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due this Agreement or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or Receivables Loan Documents may be determined to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by secure indebtedness of any Borrower also shall be deemed an act or omission of each for which any other Borrower and shall be binding upon is not primarily liable, each other Borrower. The Lender Parties shall be entitled to rely, Borrower expressly waives the benefit of any and all of the Borrowers agree that the Lender Parties may so relydefenses available to a guarantor, surety, endorser or accommodation party dependent on any notice given or action taken or not taken by the Company an obligor's character as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrowersuch. Without limiting the generality of the foregoing, each Borrower agrees that such other Borrower's liability hereunder shall not be affected or impaired in any way by any of the obligations following acts or things (which Lender is hereby expressly authorized to do, omit or suffer from time to time without notice to or consent of such Borrower hereunder and under anyone): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all Obligations; (ii) any extension or renewal of any Obligations (whether or not for longer than the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement original period) or any modification of the interest rate, maturity or other Loan Document terms of the Obligations; (iii) any waiver or indulgence granted to any Borrower, and any delay or lack of diligence in the enforcement of any or all Obligations owed by any Borrower; (iv) any full or partial release of, compromise or settlement with, or agreement not to xxx, any Borrower or the Guarantor or other person liable on any Obligations; (v) any release, surrender, cancellation or other discharge of any or all Obligations of Borrower or the acceptance of any instrument in renewal or substitution for any instrument evidencing any Obligations; (vi) any failure to obtain collateral security (including rights of setoff) for any Obligations or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security for any Obligations; (vii) any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security for any Obligations; (viii) any assignment, sale, pledge or other transfer of any of the Obligations owed by any Borrower; or (ix) any manner, order or method of application of any payments or credits on any Obligations. Each Borrower waives all rights that it may be unenforceable in any respect against now have or hereafter acquire, whether by subrogation, contribution, reimbursement, recourse, exoneration, contract or otherwise, to recover from any other Borrower or that from any property of any other Borrower may any sums paid under this Agreement. No Borrower will exercise or enforce any right of contribution to recover any such sums from any person who is a co-obligor with any Borrower or a guarantor or surety of the Obligations or from any property of any such person or entity until all of the Obligations shall have commenced bankruptcy, reorganization, liquidation or similar proceedingsbeen fully paid and discharged.

Joint and Several. Each Borrower agrees that (a) All Obligations shall constitute joint and several obligations of the representations Borrowers and warranties made byshall be secured by Agent’s Lien, and for the liabilitiesbenefit of the Secured Parties, obligations and covenants of and applicable to, any and upon all of the Collateral, and by all other Liens heretofore, now or at any time hereafter granted by each Borrower to Agent, for the benefit of the Secured Parties, to the extent provided in the Loan Documents under which such Lien arises. Each Borrower expressly acknowledges that it is part of a common enterprise with the other the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that any financial accommodations by Agent and/or the maximum liability of each Lenders to any other Borrower hereunder and under the other Loan Documents are and will be of direct and indirect (b) In the event any Credit Party (each, a “Funding Credit Party”) shall in no event exceed 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, such Funding Credit Party shall have the amount which can be incurred by such Borrower under applicable laws relating right to seek contribution payments from each other Credit Party (each, a “Contributing Credit Party”) to the insolvency of debtorsextent permitted by applicable law. Each Borrower accepts, as co-debtor and not merely as surety, such Nothing in this Section 10.21(b) shall affect any Credit Party’s joint and several liability with to Agent and the Lenders for the entire amount of its Obligations. Each Credit Party covenants and agrees that (i) its right to receive any contribution hereunder from a Contributing Credit Party shall be subordinate and junior in right of payment to all Obligations (other Borrowers than contingent obligations for which no claim has been asserted) of the Credit Parties to Agent and hereby waives the Lenders hereunder and (ii) it shall not exercise any and all suretyship defenses rights that it might otherwise have hereundermay 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 Credit Party seek or be entitled to seek any contribution or reimbursement from any other Credit Party in respect of payments made by such Credit Party hereunder or under any other Loan Document unless and until the Facility Termination Date has occurred. If and to the extent As of any date of determination, any amount of contribution that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties Funding Credit Party shall be entitled to rely, and all recover hereunder shall be equal to the maximum amount of such claim which could then be recovered from the applicable Contributing Credit Parties under this Section 10.21(b) without rendering such claim voidable or avoidable under §548 of the Borrowers agree that the Lender Parties may so relyBankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, on Uniform Fraudulent Conveyance Act or similar statute or common law. (c) Nothing in this Section 10.21 shall affect any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Borrower’s joint and several liability to Agent and the Lenders are fully authorized by each Borrower for the entire amount of its Obligations. If any amounts shall be paid to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations any Credit Party on account of such Borrower hereunder and under subrogation or contribution rights at any time prior to the other Loan Documents Facility Termination Date, such amount shall be enforceable held by such Credit Party in trust for Agent and the Lenders segregated from other funds of such Credit Party, and shall, forthwith upon receipt by such Credit Party, be turned over to Agent in the exact form received by such Credit Party (duly endorsed by such Credit Party to Agent, if required), to be applied against such Borrower notwithstanding that this Agreement the Obligations, whether matured or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcyunmatured, reorganization, liquidation or similar proceedingsas provided for herein.

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) Sellers is accepting joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Transaction Documents shall in no event exceed consideration of the amount which can financial accommodations to be incurred provided by such Borrower the Purchasers under applicable laws relating this Agreement, for the mutual benefit, directly and indirectly, of each of the Sellers and in consideration of the undertakings of the other Seller to accept joint and several liability for the insolvency of debtorsAggregate Unpaids. Each Borrower of the Sellers, jointly and severally, hereby irrevocably and unconditionally accepts, as co-debtor and not merely as suretya surety but also as a co-debtor, such joint and several liability with the other Borrowers Seller, with respect to the payment and performance of all of the Aggregate Unpaids, it being the intention of the parties hereto that all the Aggregate Unpaids shall be the joint and several obligations of each of the Sellers without preferences or distinction between them. Except as otherwise expressly provided in this Agreement, each Seller hereby waives notice of acceptance of its joint and several liability, notice of the occurrence of any Amortization Event or Potential Amortization Event, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Agent or any Purchaser under or in respect of the Aggregate Unpaids, 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 FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Agreement (except as otherwise provided in this Agreement). Each Seller hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Aggregate Unpaids, the acceptance of any payment of any of the Aggregate Unpaids, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Agent or any Purchaser at any time or times in respect of any default by any Seller in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all suretyship defenses that it might otherwise have hereunder. If and to other indulgences whatsoever by the extent that Agent or any Purchaser in respect of any of the Borrowers shall fail to make Aggregate Unpaids, and the taking, addition, substitution or release, in whole or in part, at any payment with respect to time or times, of any security for any of the Obligations as and when due Aggregate Unpaids or to perform the addition, substitution or release, in whole or in part, of any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSeller. Without limiting the generality of the foregoing, each Borrower agrees that Seller assents to any other action or delay in acting or failure to act on the part of the Agent or any Purchaser with respect to the failure by any Seller to comply with any of its respective obligations, it being the intention of each Seller that, so long as any of the Aggregate Unpaids hereunder remain unsatisfied, the obligations of such Borrower hereunder Seller under this Section 14.19 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Seller under this Section 14.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Seller or the Agent or any Purchaser. Each Seller represents and warrants to the Agent and the Purchasers that such Seller is currently informed of the financial condition of the other Loan Documents Seller and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Aggregate Unpaids. Each Seller hereby covenants that such Seller will continue to keep informed of the other Seller’s financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Aggregate Unpaids. Each Seller agrees that the Agent and the Purchasers may, in their sole and absolute discretion, select the Receivables of any one of the Sellers for sale or application to the Aggregate Unpaids, without regard to the ownership of such Receivables, and shall not be enforceable required to make such selection ratably from the Receivables owned by any of the Sellers. The provisions of this Section 14.19 are made for the benefit of the Agent, the Purchasers and their respective successors and assigns, and may be enforced by it or them from time to time against such Borrower notwithstanding that this Agreement any or all of the Sellers as often as occasion therefor may arise and without requirement on the part of the Agent, any Purchasers or any such 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 Loan Document Sellers or to exhaust any remedies available to it or them against any of the other Sellers or to resort to any other source or means of obtaining payment of any of the Aggregate Unpaids hereunder or to elect any other remedy. The provisions of this Section 14.19 shall remain in effect until all of the Aggregate Unpaids shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Aggregate Unpaids, is rescinded or must otherwise be restored or returned by the Agent or any Purchaser upon the insolvency, bankruptcy or reorganization of any of the Sellers, or otherwise, the provisions of this Section 14.19 will forthwith be reinstated in effect, as though such payment had not been made. FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Each Seller hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Seller with respect to any liability incurred by it hereunder or under any of the other Transaction Documents, any payments made by it to the Agent or any Purchaser with respect to any of the Aggregate Unpaids or any collateral security therefor until such time as all of the Aggregate Unpaids have been paid in full in cash. Any claim which any Seller may be unenforceable in any respect have against any other Borrower Seller with respect to any payments to the Agent or that any Purchaser hereunder or under any other Borrower may have commenced Transaction Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Aggregate Unpaids arising hereunder or thereunder, to the prior payment in full in cash of the Aggregate Unpaids and, in the event of any insolvency, bankruptcy, reorganizationreceivership, liquidation liquidation, reorganization or other similar proceedings.proceeding under the laws of any jurisdiction relating to any Seller, its debts or its assets, whether voluntary or involuntary, all such Aggregate Unpaids 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 Seller therefor. Each of the Sellers hereby agrees that, after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, the payment of any amounts due with respect to the indebtedness owing by any Seller to any other Seller is hereby subordinated to the prior payment in full in cash of the Aggregate Unpaids. Each Seller hereby agrees that after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, such Seller will not demand, xxx for or otherwise attempt to collect any indebtedness of any other Seller owing to such Seller until the Aggregate Unpaids shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Seller shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Seller as trustee for the Agent and the Purchasers, and such Seller shall deliver any such amounts to the Agent for application to the Aggregate Unpaids in accordance with Article II. FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Administrative Agent and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent and each Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other Loan Document may be unenforceable in any respect against agreement now or hereafter executed by any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedings.Loan Party and delivered to the Administrative Agent,

Joint and Several. Each Borrower agrees that Notwithstanding anything herein or in any Loan Document to the representations and warranties made bycontrary, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such have joint and several liability in respect of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other Borrowers instance, and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any Loan Document Obligations of the Borrowers hereunder shall fail to make not be conditioned or contingent upon the pursuit by the Lenders or any payment other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Obligations as Loans made to any other Borrower hereunder and when due or to perform any of the Obligations amounts owing hereunder by such other Loan Parties in accordance with the terms thereofrespect of such Loans, then in each such event the other Borrowers will make such payment with respect todiligence, or performpresentment, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by demand of payment, protest and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to relyall notices whatsoever, and all of the Borrowers agree any requirement that the Administrative Agent, the Collateral Agent or any Lender Parties may so relyexhaust any right, on any notice given power or action taken remedy or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of proceed against such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that Parties under this Agreement or any other Loan Document may be unenforceable in any respect agreement or instrument referred to herein or against any other Borrower or that person under any other Borrower may have commenced bankruptcyguarantee of, reorganizationor security for, liquidation or similar proceedingsany of such amounts owing hereunder.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower acceptsAdministrative Agent, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Banks and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Issuing Bank, any Lender or any other Person. Each Borrower's liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent, each Issuing Bank and each Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower's joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under no obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower agrees that This Agreement may be executed in counterparts (and by different parties(a) hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees(b) payable to the representations Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and warranties made bysupersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective(c) when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the liabilitiesbenefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. Each Person constituting the general partner of Borrower shall be bound(d) jointly and severally with one another to make, keep, observe and perform the representations, warranties, covenants, agreements, obligations and covenants of liabilities imposed by this Agreement and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents upon the “Borrower.” The Borrower agrees that it shall never be entitled to be subrogated to any(e) of the Administrative Agent’s or any Lender’s rights against any Credit Party or other Person or any collateral or offset rights held by the Administrative Agent or the Lenders for payment of the Loans until the full and final payment of the Loans and all other obligations incurred under the Loan Documents and final termination of the Lenders’ obligations, if any, to make further advances under this Agreement or to provide any other financial accommodations to any Credit Party. Severability. Any provision of this Agreement held to be invalid, illegal orSECTION 9.07 unenforceable in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower acceptsany jurisdiction shall, as co-debtor and not merely as suretyto such jurisdiction, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and be ineffective to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder invalidity, illegality or unenforceability without affecting the validity, legality and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedings.enforceability - 127 - \\DC - 769032/000001 - 15799738 v7

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) hereby acknowledges and agrees that it has joint and several in liability on the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability and on all circumstances; provided that Obligations owed by the maximum liability of each Borrower hereunder under this Agreement and under the other Loan Documents and that such liability is absolute and unconditional and shall not in no event exceed the amount which can any manner be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due affected or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission impaired by any Borrower also shall be deemed an act acts or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to relyomissions whatsoever by the Administrative Agent, the L/C Issuers or any Lender, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without without limiting the generality of the foregoing, each Borrower agrees that of the obligations of such Borrower hereunder Borrowers’ joint and several liability on the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability and other Obligations under this Agreement and the other Loan Documents shall not be enforceable against such Borrower notwithstanding that impaired by any acceptance by the Administrative Agent, any L/C Issuer or any Lender of any other security for or guarantors upon the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability or any other Obligations under this Agreement or any other Loan Document may be unenforceable or by any failure, neglect or omission on the Administrative Agent’s, any L/C Issuer’s or any Lender’s part to resort to any one or all of the Borrowers for payment of the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability or the other Obligations under this Agreement or any other Loan Document or to realize upon or protect any collateral security therefor. Each of the Borrowers’ joint and several liability hereunder shall not in any respect manner be impaired or affected by who receives or uses the proceeds of the Loans, or the Letters of Credit, or for what purposes such proceeds are used, and each of the Borrowers waives notice of requests for extensions of credit issued by, and the Loans and Letters of Credit made to or for the account of, any other Borrower. Each of the Borrowers hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse, or subrogation available to any such Borrower for payment under this Agreement or any other Loan Document against any party liable therefor unless and until all Obligations owing to the Administrative Agent, the L/C Issuers and the Lenders have been paid and satisfied in full and the Commitments have expired or otherwise terminated (it being agreed the foregoing does not restrict reimbursement of expenses between the Borrowers in the ordinary course of business). Such joint and several liability of each of the Borrowers shall also not be impaired or affected by (and each Lender, each L/C Issuer and the Administrative Agent, without notice to anyone, is hereby authorized to make from time to time) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability or the other Borrower Obligations under this Agreement or that any other Loan Document or of any guaranty thereof. In order to enforce payment of the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability and the other Obligations under this Agreement and the other Loan Documents, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Lenders, the L/C Issuers and/or the Administrative Agent hereunder and thereunder and under applicable law, no Lender, L/C Issuer or the Administrative Agent shall be under any obligation at any time to first resort to any collateral security, property, liens or any other rights or remedies whatsoever, and the Lenders, the L/C Issuers and/or the Administrative Agent shall have the right to enforce the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability and the other Obligations under this Agreement and the other Loan Documents irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. Each of the Borrowers hereby expressly waives and surrenders any defense to its joint and several liability on the Loans, Notes, Reimbursement Obligations, Hedging Liability, Funds Transfer and Deposit Account Liability or other Obligations under this Agreement or any other Loan Document based upon any of the foregoing. In furtherance thereof, each of the Borrowers agrees that wherever in this Agreement it is provided that a Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsis liable for a payment such obligation is the joint and several obligation of each of the Borrowers.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Administrative Agent and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrowerfor all Secured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Credit Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by Administrative Agent, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds thereof or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Credit Documents unless and until Administrative Agent and the Lenders have been paid in full and all obligations under this Agreement and the Credit Documents are satisfied and discharged following termination or expiration of all commitments of Lenders to extend credit to the Borrowers under the Credit Documents. Each Borrower’s joint and several liability hereunder with respect to all obligations under the Credit Documents shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Credit Documents or of any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement document evidencing all or any other Loan Document may be unenforceable in part of the Secured Obligations, (ii) the absence of any respect against attempt to collect any of Secured Obligations from any other Borrower or that Guarantor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or the Lenders with respect to any provision of any instrument executed by any other Borrower may have commenced bankruptcyor Guarantor evidencing or securing the payment of any of the Secured Obligations, reorganizationor any other agreement now or hereafter executed by any other Borrower or Guarantor and delivered to Administrative Agent and/or the Lenders, liquidation or similar proceedings.(iv) the failure by

Joint and Several. Each Borrower is part of a group of affiliated Persons, and each Borrower expects to receive substantial direct and indirect benefits from the extension of the credit facility established pursuant to this Agreement. In consideration of the foregoing, each Borrower hereby irrevocably and unconditionally agrees that the representations it is jointly and warranties made by, and severally liable for all of the liabilities, obligations obligations, covenants and covenants of and applicable to, any and all agreements of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents, whether now or hereafter existing or due or to become due. The obligations of the Borrowers under the Loan Documents shall may be enforced by the Term Agent and the Term Lenders against any Borrower or all Borrowers in no event exceed any manner or order selected by the amount which can be incurred by such Borrower under applicable laws relating to Term Agent or the insolvency of debtorsRequired Lenders in their sole discretion. Each Borrower acceptshereby irrevocably waives (i) any rights of subrogation and (ii) any rights of contribution, indemnity or reimbursement, in each case, that it may acquire or that may arise against any other Borrower due to any payment or performance made under this Agreement, in each case until all Obligations shall have been fully satisfied. Without limiting the foregoing provisions of this Section 8.23, each Borrower acknowledges and agrees that: (a) its obligations under this Agreement shall remain enforceable against it even though such obligations may be unenforceable or not allowable against any other Borrower due to the existence of an insolvency proceeding involving any other Borrower; (b) its obligations under this Agreement are independent of the obligations of any other Borrower, and a separate action or actions may be brought and prosecuted against it in respect of such obligations irrespective of whether any action is brought against any other Borrower or any other Borrower is joined in any such action or actions; (c) it hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of this Agreement, any other Loan Document or any agreement or instrument relating hereto or thereto in respect of any other Borrower; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of any other Borrower under or in respect of this Agreement, the other Loan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any other Loan Document, in respect of any other Borrower; (iii) any change, restructuring or termination of the structure or existence of any other Borrower; (iv) the failure of any other Person to execute or deliver any other agreement or the release or reduction of liability of any other Person with respect to any obligations of the Borrowers under this Agreement or any other Loan Document; (v) any other circumstance (including any statute of limitations but other than the Obligations having been fully satisfied) or any existence of or reliance on any representation by any other Person that might otherwise constitute a defense available to, or a discharge of, any other Borrower; or (vi) the application of any Term Loan proceeds to, or the extension of any other credit for the benefit of, any other Borrower, any other Credit Party, or any of their Subsidiaries; (d) its obligations under this Agreement and the other Loan Documents shall continue to be effective or be reinstated, as co-debtor the case may be, if at any time any payment of any such obligations is rescinded or must otherwise be returned by any Person upon the insolvency, bankruptcy or reorganization of any other Borrower, all as though such payment had not been made; and (e) it hereby unconditionally and not merely as surety, such irrevocably waives any right to revoke its joint and several liability with under the other Borrowers Loan Documents and hereby waives any acknowledges that such liability is continuing in nature and applies to all suretyship defenses that it might otherwise have hereunder. If and to the extent that any obligations of the Borrowers shall fail to make any payment with respect to any of under the Obligations as and when due Loan Documents, whether existing now or to perform any of in the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrowerfuture. Without limiting the generality of the foregoing, each Borrower agrees that reference is hereby made to Article II of the Guaranty and Security Agreement, to which the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsCredit Parties are subject.

Joint and Several. Each 2.8.1 Notwithstanding anything in this Agreement or any other Loan Document to the contrary, each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, hereby accepts (or shall be in every case (whether or not specifically so stated in each such case hereinaccept) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed consideration of the amount which can financial accommodations to be incurred provided by such the Lender under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each Borrower under applicable laws relating and in consideration of the undertakings of each other Borrower to accept joint and several liability for the insolvency of debtorsLoan and the other Obligations hereunder. Each Borrower acceptsBorrower, as co-debtor jointly and severally, hereby irrevocably and unconditionally accepts (or shall accept), not merely as suretya surety but also as a co-debtor, such joint and several liability with each other Borrower, with respect to the other Borrowers payment and hereby waives performance of all of the Obligations (including, without limitation, any Obligations arising under this Section 2.8, it being the intention of the parties hereto that all the Obligations shall be the joint and all suretyship defenses that it might otherwise have hereunderseveral obligations of each Borrower without preferences or distinction among them. If and to the extent that any of the Borrowers Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the each other Borrowers Borrower will make such payment with respect to, or perform, such Obligation. Every notice by or Subject to the Company shall be deemed also to constitute simultaneous notice by terms and to each other Borrowerconditions hereof, every act or omission by any Borrower also shall be deemed an act or omission the Obligations of each other Borrower under the provisions of this Section 2.8 constitute the absolute and shall be binding upon unconditional, full recourse Obligations of each other Borrower. The Lender Parties shall be entitled Borrower enforceable against each such person to relythe full extent of its properties and assets, and all irrespective of the Borrowers agree that the Lender Parties may so relyvalidity, on any notice given regularity or action taken or not taken by the Company as being authorized by all enforceability of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warrantiesthis Agreement, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document circumstances whatsoever. 2.8.2 The provisions of this Section 2.8 are made for the benefit of the Agent, the Lender and their successors and assigns, and may be unenforceable in enforced by them from time to time against any respect Borrower as often as occasion therefor may arise and without requirement on the part of the Agent, the Lender or such successors or assigns first to xxxxxxxx any of its or their claims or to exercise any of its or their rights against any other Borrower or that to exhaust any remedies available to it or them against any other Borrower 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 2.8 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. 2.8.3 Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation 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 Agent or the Lenders with respect to any of the Obligations or any Collateral until such time as all of the Obligations have been paid in full. Any claim which any Borrower may have commenced against another Borrower with respect to any payments to the Agent or the Lenders hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full of the Obligations and, in the event of any insolvency, bankruptcy, reorganizationreceivership, liquidation liquidation, reorganization or other similar proceedingsproceeding 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 before any payment or distribution of any character, whether in cash, securities or other property, shall be made to another Borrower therefor.

Joint and Several. Each Borrower agrees that All of the Obligations, covenants, representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, Borrower in any and all of the Borrowers under this Agreement, Loan Documents shall be in every case (whether or not specifically so stated in each such case herein) the joint and several in all circumstances; provided that the maximum liability Obligations, covenants, representations and warranties of each entity constituting Borrower, except to the extent otherwise set forth to the contrary. Although Lender and Borrower hereunder intend that each entity constituting Borrower shall be jointly and under severally liable for all Obligations, to the extent that this Agreement or the other Loan Documents shall in no event exceed may be determined to secure indebtedness of any Borrower for which any other Borrower is not primarily liable, each Borrower expressly waives the amount which can be incurred by such Borrower under applicable laws relating to the insolvency benefit of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and available to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations a guarantor, surety, endorser or accommodation party dependent on an obligor's character as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrowersuch. Without limiting the generality of the foregoing, each Borrower agrees that such other Borrower's liability hereunder shall not be affected or impaired in any way by any of the obligations following acts or things (which Lender is hereby expressly authorized to do, omit or suffer from time to time without notice to or consent of such Borrower hereunder and under anyone): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all Obligations; (ii) any extension or renewal of any Obligations (whether or not for longer than the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement original period) or any modification of the interest rate, maturity or other Loan Document terms of the Obligations; (iii) any waiver or indulgence granted to any Borrower, and any delay or lack of diligence in the enforcement of any or all Obligations owed by any Borrower; (iv) any full or partial release of, compromise or settlement with, or agreement not to sue, any Borrower or the Guarantor xx other person liable on any Obligations; (v) any release, surrender, cancellation or other discharge of any or all Obligations of Borrower or the acceptance of any instrument in renewal or substitution for any instrument evidencing any Obligations; (vi) any failure to obtain collateral security (including rights of setoff) for any Obligations or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security for any Obligations; (vii) any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security for any Obligations; (viii) any assignment, sale, pledge or other transfer of any of the Obligations owed by any Borrower; or (ix) any manner, order or method of application of any payments or credits on any Obligations. Each Borrower waives all rights that it may be unenforceable in any respect against now have or hereafter acquire, whether by subrogation, contribution, reimbursement, recourse, exoneration, contract or otherwise, to recover from any other Borrower or that from any property of any other Borrower may any sums paid under this Agreement. No Borrower will exercise or enforce any right of contribution to recover any such sums from any person who is a co-obligor with any Borrower or a guarantor or surety of the Obligations or from any property of any such person or entity until all of the Obligations shall have commenced bankruptcy, reorganization, liquidation or similar proceedingsbeen fully paid and discharged.

Joint and Several. Each Borrower agrees that All of the Obligations, covenants, representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, Borrower in any and all of the Borrowers under this Agreement, Loan Documents shall be in every case (whether or not specifically so stated in each such case herein) the joint and several in all circumstances; provided that the maximum liability Obligations, covenants, representations and warranties of each entity constituting Borrower, except to the extent otherwise set forth to the contrary including, but not limited to, Section S.9 of the Schedule. Although Lender and Borrower hereunder intend that each entity constituting Borrower shall be jointly and under severally liable for all Obligations, to the extent that this Agreement or the other Loan Documents shall in no event exceed may be determined to secure indebtedness of any Borrower for which any other Borrower is not primarily liable, each Borrower expressly waives the amount which can be incurred by such Borrower under applicable laws relating to the insolvency benefit of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and available to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations a guarantor, surety, endorser or accommodation party dependent on an obligor's character as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrowersuch. Without limiting the generality of the foregoing, each Borrower agrees that such other Borrower's liability hereunder shall not be affected or impaired in any way by any of the obligations following acts or things (which Lender is hereby expressly authorized to do, omit or suffer from time to time without notice to or consent of such Borrower hereunder and under anyone): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all Obligations; (ii) any extension or renewal of any Obligations (whether or not for longer than the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement original period) or any modification of the interest rate, maturity or other Loan Document terms of the Obligations; (iii) any waiver or indulgence granted to any Borrower, and any delay or lack of diligence in the enforcement of any or all Obligations owed by any Borrower; (iv) any full or partial release of, compromise or settlement with, or agreement not to sue, any Borrower or the Guarantor or xxher person liable on any Obligations; (v) any release, surrender, cancellation or other discharge of any or all Obligations of Borrower or the acceptance of any instrument in renewal or substitution for any instrument evidencing any Obligations; (vi) any failure to obtain collateral security (including rights of setoff) for any Obligations or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security for any Obligations; (vii) any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other change, impairment, limitation, loss or discharge of any collateral security for any Obligations; (viii) any assignment, sale, pledge or other transfer of any of the Obligations owed by any Borrower; or (ix) any manner, order or method of application of any payments or credits on any Obligations. Each Borrower waives all rights that it may be unenforceable in any respect against now have or hereafter acquire, whether by subrogation, contribution, reimbursement, recourse, exoneration, contract or otherwise, to recover from any other Borrower or that from any property of any other Borrower may any sums paid under this Agreement. No Borrower will exercise or enforce any right of contribution to recover any such sums from any person who is a co-obligor with any Borrower or a guarantor or surety of the Obligations or from any property of any such person or entity until all of the Obligations shall have commenced bankruptcy, reorganization, liquidation or similar proceedingsbeen fully paid and discharged.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Administrative Agent and the Lenders are fully authorized by each Borrower to act for the Obligations arising under this Agreement and rely also upon the representations Loan Documents, including those amounts due under Sections 2, 3, 4, 12 and warranties, covenants, notices, acts and omissions of each other Borrower13. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent or the Lenders. Each Borrower’s liability for the Obligations arising under this Agreement and the Loan Documents shall not in any manner be impaired or affected by who receives or uses the proceeds of the Loans, Letters of Credit or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and Loans and other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent and the Lenders have been paid in full and all of the Obligations are satisfied and discharged. Each Borrower’s joint and several liability hereunder with respect to the Obligations shall, to the fullest extent permitted by Applicable Law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to Administrative Agent or any Lender, (iv) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Obligations, (v) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any Borrower, or any decrease in the same, or (vi) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Obligations, without first proceeding against any other Loan Party or against any security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Administrative Agent under Applicable Law to pursue or exhaust its remedies against any security for the payment or performance of any of the Obligations or other Loan Party before pursuing such Borrower or its Property. Each Borrower consents and agrees that neither the Administrative Agent or any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under any obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Obligations.

Joint and Several. Each Borrower is part of a group of affiliated Persons, and each Borrower expects to receive substantial direct and indirect benefits from the extension of the credit facility established pursuant to this Agreement. In consideration of the foregoing, each Borrower hereby irrevocably and unconditionally agrees that the representations it is jointly and warranties made by, and severally liable for all of the liabilities, obligations obligations, covenants and covenants of and applicable to, any and all agreements of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents, whether now or hereafter existing or due or to become due. The obligations of the Borrowers under the Loan Documents shall may be enforced by Agent and the Lenders against any Borrower or all Borrowers in no event exceed any manner or order selected by Agent or the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtorsRequired Lenders in their sole discretion. Each Borrower acceptshereby irrevocably waives (i) any rights of subrogation and (ii) any rights of contribution, indemnity or reimbursement, in each case, that it may acquire or that may arise against any other Borrower due to any payment or performance made under this Agreement, in each case until all Obligations shall have been fully satisfied. Without limiting the foregoing provisions of this Section 9.23, each Borrower acknowledges and agrees that: (a) its obligations under this Agreement shall remain enforceable against it even though such obligations may be unenforceable or not allowable against any other Borrower due to the existence of an insolvency proceeding involving any other Borrower; (b) its obligations under this Agreement are independent of the obligations of any other Borrower, and a separate action or actions may be brought and prosecuted against it in respect of such obligations irrespective of whether any action is brought against any other Borrower or any other Borrower is joined in any such action or actions; (c) it hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of this Agreement, any other Loan Document or any agreement or instrument relating hereto or thereto in respect of any other Borrower; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of any other Borrower under or in respect of this Agreement, the other Loan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any other Loan Document, in respect of any other Borrower; (iii) any change, restructuring or termination of the structure or existence of any other Borrower; (iv) the failure of any other Person to execute or deliver any other agreement or the release or reduction of liability of any other Person with respect to any obligations of the Borrowers under this Agreement or any other Loan Document; (v) any other circumstance (including any statute of limitations but other than the Obligations having been fully satisfied) or any existence of or reliance on any representation by any other Person that might otherwise constitute a defense available to, or a discharge of, any other Borrower; or (vi) the application of any Loan proceeds to, or the extension of any other credit for the benefit of, any other Borrower, any other Credit Party, or any of their Subsidiaries; (d) its obligations under this Agreement and the other Loan Documents shall continue to be effective or be reinstated, as co-debtor the case may be, if at any time any payment of any such obligations is rescinded or must otherwise be returned by any Person upon the insolvency, bankruptcy or reorganization of any other Borrower, all as though such payment had not been made; and (e) it hereby unconditionally and not merely as surety, such irrevocably waives any right to revoke its joint and several liability with under the other Borrowers Loan Documents and hereby waives any acknowledges that such liability is continuing in nature and applies to all suretyship defenses that it might otherwise have hereunder. If and to the extent that any obligations of the Borrowers shall fail to make any payment with respect to any of under the Obligations as and when due Loan Documents, whether existing now or to perform any of in the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrowerfuture. Without limiting the generality of the foregoing, each Borrower agrees that reference is hereby made to Article II of the Guaranty and Security Agreement, to which the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsCredit Parties are subject.

Joint and Several. Each The Borrower and each other Loan Party hereby unconditionally and irrevocably agrees it is jointly and severally liable hereunder to the Administrative Agent, the Issuing Lender, the Lenders and each other Secured Party. In furtherance thereof, the Borrower agrees that wherever in this Agreement or any other Loan Document it is provided that a Borrower is liable for a payment, such obligation is the representations joint and warranties made several obligation of the Borrower and wherever in this Agreement or any other Loan Document it is provided that a Loan Party is liable for a payment, such obligation is the joint and several obligation of each Loan Party. The Borrower and each other Loan Party acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Issuing Lender, any Lender or any other Person. Each Loan Party’s liability for the Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and the Borrower and each other Loan Party waives notice of borrowing requests issued by, and the liabilities, obligations and covenants loans or other extensions of and applicable credit made to, other Borrowers or other Loan Parties. The Borrower and each other Loan Party hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Person against any party liable for payment under this Agreement or any other Loan Document unless and all until the occurrence of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in Facility Termination Date. The Borrower’s and each such case herein) other Loan Party’s joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating shall, to the insolvency fullest extent permitted by applicable law, be the unconditional liability of debtors. Each Borrower acceptssuch Person irrespective of (i) the validity, as co-debtor and not merely as suretyenforceability, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that avoidance or subordination of any of the Borrowers shall fail Secured Obligations or of any other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to make collect any payment of the Obligations from any other Loan Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any other Secured Party with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Obligations as Obligations, or any other agreement now or hereafter executed by any other Loan Party and when due delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any other Secured Party to take any steps to perfect or maintain the perfected status of its Lien upon, or to perform preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in accordance with whole or in part, of the terms thereofliability of any other Loan Party for the payment of any of the Obligations, then (vi) any increase in the amount of the Obligations beyond any limits imposed herein 114 or in the amount of any interest, fees or other charges payable in connection therewith, in each such event the other Borrowers will make such payment with respect tocase, or perform, such Obligation. Every notice if consented to by or to the Company shall be deemed also to constitute simultaneous notice by and to each any other Borrower, every act or omission by any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and at once, without notice to the Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in Party, against any respect or all of the Loan Parties to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or that any other Loan Party or against any Collateral or other security for the payment or performance of any of the Obligations, and the Borrower may have commenced bankruptcy, reorganization, liquidation and each other Loan Party waives any provision that might otherwise require the Administrative Agent or similar proceedingsany other Secured Party under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Loan Party or its property. Each Loan Party consents and agrees that neither the Administrative Agent nor any other Secured Party shall be under any obligation to marshal any assets in favor of any Loan Party or against or in payment of any or all of the Obligations.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower acceptsAdministrative Agent, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, the Issuing Bank, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or ​ for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent, each Issuing Bank and each Lender have been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under any obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower is part of a group of affiliated Persons, and each Borrower expects to receive substantial direct and indirect benefits from the extension of the credit facility established pursuant to this Agreement. In consideration of the foregoing, each Borrower hereby irrevocably and unconditionally agrees that the representations it is jointly and warranties made by, and severally liable for all of the liabilities, obligations obligations, covenants and covenants of and applicable to, any and all agreements of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents, whether now or hereafter existing or due or to become due. The obligations of the Borrowers under the Loan Documents shall may be enforced by the Agent and the Lenders against any Borrower or all Borrowers in no event exceed any manner or order selected by the amount which can be incurred by such Borrower under applicable laws relating to Agent or the insolvency of debtorsRequired Lenders in their sole discretion. Each Borrower acceptshereby irrevocably waives (i) any rights of subrogation and (ii) any rights of contribution, as co-debtor and not merely as suretyindemnity or reimbursement, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses in each case, that it might otherwise have hereunder. If and may acquire or that may arise against any other Borrower due to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereofperformance made under this Agreement, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company case until all Obligations shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are have been fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrowersatisfied. Without limiting the generality foregoing provisions of the foregoingthis Section 9.23, each Borrower acknowledges and agrees that that: (a) its obligations under this Agreement shall remain enforceable against it even though such obligations may be unenforceable or not allowable against any other Borrower due to the existence of an insolvency proceeding involving any other Borrower; (b) its obligations under this Agreement are independent of the obligations of any other Borrower, and a separate action or actions may be brought and prosecuted against it in respect of such obligations irrespective of whether any action is brought against any other Borrower hereunder and or any other Borrower is joined in any such action or actions; (c) it hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of this Agreement, any other Loan Document or any agreement or instrument relating hereto or thereto in respect of any other Borrower; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of any other Borrower under or in respect of this Agreement, the other Loan Documents shall be enforceable against such Borrower notwithstanding that Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any other Loan Document may be unenforceable Document, in any respect against of any other Borrower Borrower; (iii) any change, restructuring or that termination of the structure or existence of any other Borrower Borrower; (iv) the failure of any other Person to execute or deliver any other agreement or the release or reduction of liability of any other Person with respect to any obligations of the Borrowers under this Agreement or any other Loan Document; (v) any other circumstance (including any statute of limitations but other than the Obligations having been fully satisfied) or any existence of or reliance on any representation by any other Person that might otherwise constitute a defense available to, or a discharge of, any other Borrower; or (vi) the application of any Term Loan proceeds to, or the extension of any other credit for the benefit of, any other Borrower, any other Credit Party, or any of their Subsidiaries; (d) its obligations under this Agreement and the other Loan Documents shall continue to be effective or be reinstated, as the case may have commenced bankruptcybe, reorganizationif at any time any payment of any such obligations is rescinded or must otherwise be returned by any Person upon the insolvency, liquidation bankruptcy or similar proceedingsreorganization of any other Borrower, all as though such payment had not been made; and (e) it hereby unconditionally and irrevocably waives any right to revoke its joint and several liability under the Loan Documents and acknowledges that such liability is continuing in nature and applies to all obligations of the Borrowers under the Loan Documents, whether existing now or in the future.

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, (a) The obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower Credit Parties hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such are joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunderseveral. If and to the extent that any Time is of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. essence. (b) Without limiting the generality of the foregoingpreceding clause (a): (i) the Borrower shall be liable for all amounts due to the Administrative Agent, the Lenders and other Secured Parties under this Agreement and the other Loan Documents, regardless of which Bxxxxxxx actually receives the proceeds of the Term Loans or the manner in which the Administrative Agent or any Lender accounts for the Term Loans on its books and records. Each Borrower’s Obligations, and each Borrower’s Obligations arising as a result of the joint and several liability of the Borrower hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of each Borrower. Each Credit Party’s joint and several liability for the Obligations hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Credit Parties or of any Loan Document evidencing all or any part of the Obligations of the other Credit Parties, (b) the absence of any attempt to collect the Obligations from the other Credit Parties or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent and the Required Lenders with respect to any provision of any instrument evidencing the Obligations of the other Credit Parties, or any part thereof, or any other agreement now or hereafter executed by the other Credit Parties and delivered to the Administrative Agent and the Lenders, (d) the failure by the Administrative Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or Collateral of the other Credit Parties, (e) any election in any proceeding instituted under the Bankruptcy Code of the application of section 1111(b)(2) of the Bankruptcy Code, (f) any borrowing or grant of a security interest by the other Credit Parties, as debtors-in-possession under section 364 of the Bankruptcy Code, (g) the disallowance of all or any portion of any claim by the Administrative Agent or any Lender for the repayment of the Obligations of the other Credit Parties under section 502 of the Bankruptcy Code, or (h) any other circumstances which might constitute a legal or equitable discharge or defense of the other Credit Parties. With respect to each Borrower’s Obligations arising as a result of the joint and several liability of the Borrower under this Agreement and the other Loan Documents, each Borrower agrees that waives any right to enforce any right of subrogation or any remedy which the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable Administrative Agent or any Lender now has or may hereafter have against such Borrower notwithstanding that this Agreement Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Lender to secure payment of the Obligations or any other Loan Document liability of the Borrower to the Administrative Agent or any Lender. Upon and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice, against any respect Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Borrower or that any other Person, or against any security or collateral for the Obligations. Each Borrower may have commenced bankruptcyconsents and agrees that the Administrative Agent, reorganizationthe Lenders, liquidation and the Secured Parties shall be under no obligation to marshal any assets in favor of such Borrower or similar proceedingsagainst or in payment of any or all of the Obligations.

Joint and Several. Each The Borrower and each other Loan Party hereby unconditionally and irrevocably agrees it is jointly and severally liable hereunder to the Administrative Agent, the Issuing Lender, the Lenders and each other Secured Party. In furtherance thereof, the Borrower agrees that wherever in this Agreement or any other Loan Document it is provided that a Borrower is liable for a payment, such obligation is the representations joint and warranties made several obligation of the Borrower and wherever in this Agreement or any other Loan Document it is provided that a Loan Party is liable for a payment, such obligation is the joint and several obligation of each Loan Party. The Borrower and each other Loan Party acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Issuing Lender, any Lender or any other Person. Each Loan Party’s liability for the Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and the Borrower and each other Loan Party waives notice of borrowing requests issued by, and the liabilities, obligations and covenants loans or other extensions of and applicable credit made to, other Borrowers or other Loan Parties. The Borrower and each other Loan Party hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Person against any party liable for payment under this Agreement or any other Loan Document unless and all until the occurrence of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in Facility Termination Date. The Borrower’s and each such case herein) other Loan Party’s joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating shall, to the insolvency fullest extent permitted by applicable law, be the unconditional liability of debtors. Each Borrower acceptssuch Person irrespective of (i) the validity, as co-debtor and not merely as suretyenforceability, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that avoidance or subordination of any of the Borrowers shall fail Secured Obligations or of any other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to make collect any payment of the Obligations from any other Loan Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any other Secured Party with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Obligations as Obligations, or any other agreement now or hereafter executed by any other Loan Party and when due delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any other Secured Party to take any steps to perfect or maintain the perfected status of its Lien upon, or to perform preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in accordance with whole or in part, of the terms thereofliability of any other Loan Party for the payment of any of the Obligations, then (vi) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each such event the other Borrowers will make such payment with respect tocase, or perform, such Obligation. Every notice if consented to by or to the Company shall be deemed also to constitute simultaneous notice by and to each any other Borrower, every act or omission by any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and at once, without notice to the Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in Party, against any respect or all of the Loan Parties to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or that any other Loan Party or against any Collateral or other security for the payment or performance of any of the Obligations, and the Borrower may have commenced bankruptcy, reorganization, liquidation and each other Loan Party waives any provision that might otherwise require the Administrative Agent or similar proceedingsany other Secured Party under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Loan Party or its property. Each Loan Party consents and agrees that neither the Administrative Agent nor any other Secured Party shall be under any obligation to marshal any assets in favor of any Loan Party or against or in payment of any or all of the Obligations.

Joint and Several. Each Borrower agrees that the representations (a) The Borrowers jointly and warranties made byseverally, hereby irrevocably and the liabilitiesunconditionally promise to pay and accept, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating to the insolvency of debtors. Each Borrower accepts, merely as surety but also as co-debtor and not merely as suretydebtors, such joint and several liability for all of the Indebtedness and any other obligations under the Notes, this Agreement and the Security Instruments, it being the intention of the Borrowers that all the Indebtedness and any other obligations under the Notes, this Agreement and the Security Instruments shall be the joint and several obligations of the Borrowers without preference or distinction among them. (b) Each Borrower waives any right to require the Agent and/or the Lenders to (i) proceed against the other Borrower or any other Person liable on the Indebtedness, (ii) enforce its rights against the other Borrower (iii) proceed or enforce their rights against or exhaust any security given to secure the Indebtedness (iv) have the Borrowers joined with each other or with the Guarantors in any suit arising out of this Credit Agreement and/or the Indebtedness, or (v) pursue any other Borrowers and hereby remedy in the Agent's or Lenders' powers whatsoever. Neither the Agent nor the Lenders shall be required to mitigate damages or take any action to reduce, collect or enforce the Indebtedness. Each Borrower waives any defense arising by reason of any disability, lack of corporate authority or power, or other defense of the other Borrower or any other guarantor of the Indebtedness, and all suretyship defenses that it might otherwise shall remain liable hereon regardless of whether the other Borrower or any other guarantor be found not liable thereon for any reason. Until the Indebtedness shall have hereunderbeen paid in full, no Borrower shall have any right of subrogation, and waives any right to enforce any remedy which the Agent or any Lender now has or may hereafter have against the other Borrower, and waives any benefit of any right to participate in any security now or hereafter held by the Agent or the Lenders. If Whether and when to the extent that exercise any of the Borrowers shall fail to make any payment with respect to remedies of the Agent and the Lenders under any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that in the sole and absolute discretion of the Agent and the Lenders, and any delay by the Agent or the Lenders in enforcing any remedy, including delay in conducting a foreclosure sale, shall not be a defense to any Borrower's liability under this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsCredit Agreement.

Joint and Several. (a) Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) Sellers is accepting joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Transaction Documents shall in no event exceed consideration of the amount which can financial accommodations to be incurred provided by such Borrower the Purchasers under applicable laws relating this Agreement, for the mutual benefit, directly and indirectly, of each of the Sellers and in consideration of the undertakings of the other Seller to accept joint and several liability for the insolvency Aggregate Unpaids. (b) Each of debtors. Each Borrower the Sellers, jointly and severally, hereby irrevocably and unconditionally accepts, as co-debtor and not merely as suretya surety but also as a co-debtor, such joint and several liability with the other Borrowers Seller, with respect to the payment and performance of all of the Aggregate Unpaids, it being the intention of the parties hereto that all the Aggregate Unpaids shall be the joint and several obligations of each of the Sellers without preferences or distinction between them. (c) Except as otherwise expressly provided in this Agreement, each Seller hereby waives notice of acceptance of its joint and several liability, notice of the occurrence of any Amortization Event or Potential Amortization Event, or of any demand THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT for any payment under this Agreement, notice of any action at any time taken or omitted by the Agent or any Purchaser under or in respect of the Aggregate Unpaids, 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 Seller hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Aggregate Unpaids, the acceptance of any payment of any of the Aggregate Unpaids, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Agent or any Purchaser at any time or times in respect of any default by any Seller in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all suretyship defenses that it might otherwise have hereunder. If and to other indulgences whatsoever by the extent that Agent or any Purchaser in respect of any of the Borrowers shall fail to make Aggregate Unpaids, and the taking, addition, substitution or release, in whole or in part, at any payment with respect to time or times, of any security for any of the Obligations as and when due Aggregate Unpaids or to perform the addition, substitution or release, in whole or in part, of any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSeller. Without limiting the generality of the foregoing, each Borrower agrees that Seller assents to any other action or delay in acting or failure to act on the part of the Agent or any Purchaser with respect to the failure by any Seller to comply with any of its respective obligations, it being the intention of each Seller that, so long as any of the Aggregate Unpaids hereunder remain unsatisfied, the obligations of such Borrower hereunder Seller under this Section 14.19 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Seller under this Section 14.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Seller or the Agent or any Purchaser. (d) Each Seller represents and warrants to the Agent and the Purchasers that such Seller is currently informed of the financial condition of the other Loan Documents Seller and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Aggregate Unpaids. Each Seller hereby covenants that such Seller will continue to keep informed of the other Seller's financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Aggregate Unpaids. (e) Each Seller agrees that the Agent and the Purchasers may, in their sole and absolute discretion, select the Receivables of any one of the Sellers for sale or application to the Aggregate Unpaids, without regard to the ownership of such Receivables, and shall not be enforceable required to make such selection ratably from the Receivables owned by any of the Sellers. (f) The provisions of this Section 14.19 are made for the benefit of the Agent, the Purchasers and their respective successors and assigns, and may be enforced by it or them from time to time against such Borrower notwithstanding that this Agreement any or all of the Sellers as often as occasion therefor THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT may arise and without requirement on the part of the Agent, any Purchasers or any such 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 Loan Document Sellers or to exhaust any remedies available to it or them against any of the other Sellers or to resort to any other source or means of obtaining payment of any of the Aggregate Unpaids hereunder or to elect any other remedy. The provisions of this Section 14.19 shall remain in effect until all of the Aggregate Unpaids shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Aggregate Unpaids, is rescinded or must otherwise be restored or returned by the Agent or any Purchaser upon the insolvency, bankruptcy or reorganization of any of the Sellers, or otherwise, the provisions of this Section 14.19 will forthwith be reinstated in effect, as though such payment had not been made. (g) Each Seller hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Seller with respect to any liability incurred by it hereunder or under any of the other Transaction Documents, any payments made by it to the Agent or any Purchaser with respect to any of the Aggregate Unpaids or any collateral security therefor until such time as all of the Aggregate Unpaids have been paid in full in cash. Any claim which any Seller may be unenforceable in any respect have against any other Borrower Seller with respect to any payments to the Agent or that any Purchaser hereunder or under any other Borrower may have commenced Transaction Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Aggregate Unpaids arising hereunder or thereunder, to the prior payment in full in cash of the Aggregate Unpaids and, in the event of any insolvency, bankruptcy, reorganizationreceivership, liquidation liquidation, reorganization or other similar proceedingsproceeding under the laws of any jurisdiction relating to any Seller, its debts or its assets, whether voluntary or involuntary, all such Aggregate Unpaids 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 Seller therefor. (h) Each of the Sellers hereby agrees that, after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, the payment of any amounts due with respect to the indebtedness owing by any Seller to any other Seller is hereby subordinated to the prior payment in full in cash of the Aggregate Unpaids. Each Seller hereby agrees that after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, such Seller will not demand, sue for or otherwise attempt to collect any indebtedness of any othex Xeller owing to such Seller until the Aggregate Unpaids shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Seller shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Seller as trustee for the Agent and the Purchasers, and such Seller shall deliver any such amounts to the Agent for application to the Aggregate Unpaids in accordance with Article II. THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (SIGNATURE PAGES FOLLOW) THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Joint and Several. All Loans made to the Borrowers shall be deemed jointly funded to, and received by, the Borrowers. Each Borrower jointly and severally agrees to pay, and shall be jointly and severally liable for the payment and performance of, all Obligations. Each Borrower acknowledges and agrees that the representations joint and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all several liability of the Borrowers under this Agreementis provided as an inducement to the Agent to provide loans and other financial accommodations to the Borrowers, and that each such loan or other financial accommodation shall be deemed to have been done or extended by the Agent in every case (whether or not specifically so stated consideration of, and in each such case herein) reliance upon, the joint and several in all circumstances; provided that liability of the maximum Borrowers. The joint and several liability of each Borrower hereunder is absolute, unconditional and continuing, regardless of the validity or enforceability of any of the Obligations, or the fact that a Lien in any Collateral may not be enforceable or subject to equities or defenses or prior claims in favor of others, or may be invalid or defective in any way and for any reason. Each Borrower hereby waives: (a) all notices to which such Borrower may be entitled as a co-obligor with respect to the Obligations, including, without limitation, notice of (i) acceptance of this Agreement, (ii) the making of loans or other financial accommodations under this Agreement, or the creation or existence of the Obligations, and (iii) presentment, demand, protest, notice of protest and notice of non-payment; and (b) all defenses based on (i) any modification (or series of modifications) of this Agreement or the other Loan Documents shall in no event exceed that may create a substituted contract, or that may fundamentally alter the amount which can be incurred by risks imposed on such Borrower hereunder, (ii) the release of any other Borrower (or any other Loan Party) from its duties under applicable laws relating this Agreement or the other Loan Documents, or the extension of the time of performance of any other Borrower’s duties hereunder or thereunder, (iii) the taking, releasing, impairment or abandonment of any Collateral, or the settlement, release or compromise of the Obligations or any other Borrower’s or Guarantor’s liabilities with respect to all or any portion of the insolvency Obligations, or (iv) any other act (or any failure to act) that fundamentally alters the risks imposed on such Borrower by virtue of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such its joint and several liability with hereunder. It is the other Borrowers and hereby waives intent of each Borrower by this paragraph to waive any and all suretyship defenses that it might otherwise have hereunder. If and available to the extent that any of the Borrowers shall fail to make any payment such Borrower with respect to the Obligations, whether or not specifically enumerated above. Notwithstanding any provisions of this Agreement to the contrary, it is the intent of the parties hereto that the joint and several nature of the liabilities of the Borrowers, and the Liens granted by the Borrowers to secure the Obligations, not constitute a fraudulent conveyance under Section 548 of Chapter 11 of Title II of the United States Code (11 U.S.C. § 101, et seq.), as amended, or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance, fraudulent transfer or similar law of any Governmental Authority, as in effect from time to time. Accordingly, the Agent and the Borrowers agree that if the obligations and liabilities of any Borrower hereunder, or any Liens granted by such Borrower securing the Obligations would, but for the application of this sentence, constitute a fraudulent conveyance or fraudulent transfer under any applicable Requirement of Law, the obligations and liabilities of such Borrower hereunder, as well as the Liens securing such obligations and liabilities, shall be valid and enforceable only to the maximum extent that would not cause such obligations, liabilities or Liens to constitute a fraudulent conveyance or fraudulent transfer under any applicable Requirement of Law. Each Loan Party hereby agrees that until the full and final payment and satisfaction of the Obligations and the termination of this Agreement, such Loan Party will not exercise any subrogation, contribution or other right or remedy against any other Loan Party or any security for any of the Obligations as arising by reason of such Loan Party’s performance or satisfaction of its joint and when several liability hereunder. In addition, each Loan Party agrees that (a) such Loan Party’s right to receive any payment of amounts due with respect to such subrogation, contribution or other rights is subordinated to perform the full and final payment and satisfaction of the Obligations, and (b) such Loan Party agrees not to demand, xxx for or otherwise attempt to collect any such payment until the full and final payment and satisfaction of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions termination of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy, reorganization, liquidation or similar proceedingsAgreement.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Administrative Agent and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent and each Lender have been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under any obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower shall be obligated, bound by, subject to and comply with each and every agreement, covenant and provision contained in this Agreement and shall be deemed to have made every representation warranty contained in this Agreement. Each Borrower acknowledges and agrees that it is jointly and severally liable with the other Borrower for all obligations, liabilities and indebtedness created or arising hereunder and the release or substitution of any other Borrower shall not release or diminish its liability hereunder. Each Borrower agrees that the representations al obligations, liabilities and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) indebtedness are joint and several in all circumstances; provided that and the maximum liability primary obligations of each of them, enforceable against each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating separately or all or any combination of Borrowers together notwithstanding of any right or power of any party to assert any claim or defense as to the insolvency invalidity or unenforceability of debtorsany such obligations, liabilities and indebtedness. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that defense it might otherwise have hereundermay claim as a guarantor, surety or accommodation party. If and Lender may, from time to the extent that time, without notice to any of Borrowers, (a) obtain or release any security interest in any property to secure any of such obligations, liabilities and indebtedness; (b) obtain or release the Borrowers shall fail to make primary or secondary liability of any payment party or parties with respect to any of such obligations, liabilities and indebtedness (including, without limitation, the Obligations as liability of any other Borrower); (c) extend or renew for any period, alter or exchange any of such obligations, liabilities and when due indebtedness or release or compromise any of such obligations, liabilities and indebtedness of any obligor with respect to any thereof; or (d) resort to any Borrower for payment of any such obligations, liabilities and indebtedness whether or not the Lender shall have resorted to any Collateral or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcyparty primarily or secondarily liable with respect to any such obligations, reorganization, liquidation or similar proceedingsliabilities and indebtedness.

Joint and Several. Each Borrower is part of a group of affiliated Persons, and each Borrower expects to receive substantial direct and indirect benefits from the extension of the credit facility established pursuant to this Agreement. In consideration of the foregoing, each Borrower hereby irrevocably and unconditionally agrees that the representations it is jointly and warranties made by, and severally liable for all of the liabilities, obligations obligations, covenants and covenants of and applicable to, any and all agreements of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents, whether now or hereafter existing or due or to become due. The obligations of the Borrowers under the Loan Documents shall may be enforced by the Administrative Agent and the Lenders against any Borrower or all Borrowers in no event exceed any manner or order selected by the amount which can be incurred by such Borrower under applicable laws relating to Administrative Agent or the insolvency of debtorsRequired Lenders in their sole discretion. Each Borrower acceptshereby irrevocably waives (i) any rights of subrogation and (ii) any rights of contribution, as co-debtor and not merely as suretyindemnity or reimbursement, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses in each case, that it might otherwise have hereunder. If and may acquire or that may arise against any other Borrower due to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereofperformance made under this Agreement, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company case until all Obligations shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are have been fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrowersatisfied. Without limiting the generality foregoing provisions of the foregoingthis Section 11.19, each Borrower acknowledges and agrees that the that: (a) its obligations of such Borrower hereunder under this Agreement and under the other Loan Documents shall be remain enforceable against it even though such obligations may be unenforceable or not allowable against any other Borrower notwithstanding that due to the existence of an insolvency proceeding involving any other Borrower; (b) its obligations under this Agreement and the other Loan Documents are independent of the obligations of any other Borrower, and a separate action or actions may be brought and prosecuted against it in respect of such obligations irrespective of whether any action is brought against any other Borrower or any other Borrower is joined in any such action or actions; (c) it hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of this Agreement, any other Loan Document or any agreement or instrument relating hereto or thereto in respect of any other Borrower; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of any other Borrower under or in respect of this Agreement, the other Loan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any other Loan Document may be unenforceable Document, in any respect against of any other Borrower Borrower; (iii) any change, restructuring or that termination of the structure or existence of any other Borrower Borrower; (iv) the failure of any other Person to execute or deliver any other agreement or the release or reduction of liability of any other Person with respect to any obligations of the Borrowers under this Agreement or any other Loan Document; (v) any other circumstance (including any statute of limitations but other than the Obligations having been fully satisfied) or any existence of or reliance on any representation by any other Person that might otherwise constitute a defense available to, or a discharge of, any other Borrower; or (vi) the application of any Loan proceeds to, or the extension of any other credit for the benefit of, any other Borrower, any other Loan Party, or any of their Subsidiaries; (d) its obligations under this Agreement and the other Loan Documents shall continue to be effective or be reinstated, as the case may have commenced bankruptcybe, reorganizationif at any time any payment of any such obligations is rescinded or must otherwise be returned by any Person upon the insolvency, liquidation bankruptcy or similar proceedingsreorganization of any other Borrower, all as though such payment had not been made; and (e) it hereby unconditionally and irrevocably waives any right to revoke its joint and several liability under the Loan Documents and acknowledges that such liability is continuing in nature and applies to all obligations of the Borrowers under the Loan Documents, whether existing now or in the future.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Administrative Agent and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent and each Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under no obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower hereby unconditionally and irrevocably agrees that the representations it is jointly and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under applicable laws relating severally liable to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank Administrative Agent and the Lenders are fully authorized by each Borrower to act and rely also upon for the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSecured Obligations. Without limiting the generality of the foregoingIn furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the obligations joint and several obligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent, any Lender or any other Person. Each Borrower’s liability for the Secured Obligations shall not in any manner be impaired or affected by who receives or uses the proceeds of the credit extended hereunder or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans or other extensions of credit made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Administrative Agent and each Lender has been paid in full and all of the Secured Obligations are satisfied and discharged following termination or expiration of all commitments of the Lenders to extend credit to the Borrowers. Each Borrower’s joint and several liability hereunder with respect to the Secured Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower hereunder and under irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Secured Obligations or of any other document evidencing all or any part of the Secured Obligations, (ii) the absence of any attempt to collect any of the Secured Obligations from any other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Secured Obligations, or any other agreement now or hereafter executed by any other Loan Document Party and delivered to the Administrative Agent, (iv) the failure by the Administrative Agent or any Lender to take any steps to perfect or maintain the perfected status of its Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Secured Obligations or the Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Secured 133 Obligations, (vi) any increase in the amount of the Secured Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may be unenforceable in proceed directly and at once, without notice to any respect Borrower, against any or all of Loan Parties to collect and recover all or any part of the Secured Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Secured Obligations, and each Borrower waives any provision that might otherwise require the Administrative Agent or the Lenders under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its property. Each Borrower consents and agrees that neither the Administrative Agent nor any other Borrower may have commenced bankruptcy, reorganization, liquidation Lender shall be under no obligation to marshal any assets in favor of any Loan Party or similar proceedingsagainst or in payment of any or all of the Secured Obligations.

Joint and Several. Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) Sellers is accepting joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Transaction Documents shall in no event exceed consideration of the amount which can financial accommodations to be incurred provided by such Borrower the Purchasers under applicable laws relating this Agreement, for the mutual benefit, directly and indirectly, of each of the Sellers and in consideration of the undertakings of the other Seller to accept joint and several liability for the insolvency of debtorsAggregate Unpaids. Each Borrower of the Sellers, jointly and severally, hereby irrevocably and unconditionally accepts, as co-debtor and not merely as suretya surety but also as a co-debtor, such joint and several liability with the other Borrowers Seller, with respect to the payment and performance of all of the Aggregate Unpaids, it being the intention of the parties hereto that all the Aggregate Unpaids shall be the joint and several obligations of each of the Sellers without preferences or distinction between them. Except as otherwise expressly provided in this Agreement, each Seller hereby waives notice of acceptance of its joint and several liability, notice of the occurrence of any Amortization Event or Potential Amortization Event, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Agent or any Purchaser under or in respect of the Aggregate Unpaids, 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 Seller hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Aggregate Unpaids, the acceptance of any payment of any of the Aggregate Unpaids, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Agent or any Purchaser at any time or times in respect of any default by any Seller in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all suretyship defenses that it might otherwise have hereunder. If and to other indulgences whatsoever by the extent that Agent or any Purchaser in respect of any of the Borrowers shall fail to make Aggregate Unpaids, and the taking, addition, substitution or release, in whole or in part, at any payment with respect to time or times, of any security for any of the Obligations as and when due Aggregate Unpaids or to perform the addition, substitution or release, in whole or in part, of any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSeller. Without limiting the generality of the foregoing, each Borrower agrees that Seller assents to any other action or delay in acting or failure to act on the part of the Agent or any Purchaser with respect to the failure by any Seller to comply with any of its respective obligations, it being the intention of each Seller that, so long as any of the Aggregate Unpaids hereunder remain unsatisfied, the obligations of such Borrower hereunder Seller under this Section 14.19 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Seller under this Section 14.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Seller or the Agent or any Purchaser. Each Seller represents and warrants to the Agent and the Purchasers that such Seller is currently informed of the financial condition of the other Loan Documents Seller and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Aggregate Unpaids. Each Seller hereby covenants that such Seller will continue to keep informed of the other Seller’s financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Aggregate Unpaids. Each Seller agrees that the Agent and the Purchasers may, in their sole and absolute discretion, select the Receivables of any one of the Sellers for sale or application to the Aggregate Unpaids, without regard to the ownership of such Receivables, and shall not be enforceable required to make such selection ratably from the Receivables owned by any of the Sellers. The provisions of this Section 14.19 are made for the benefit of the Agent, the Purchasers and their respective successors and assigns, and may be enforced by it or them from time to time against such Borrower notwithstanding that this Agreement any or all of the Sellers as often as occasion therefor may arise and without requirement on the part of the Agent, any Purchasers or any such 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 Loan Document Sellers or to exhaust any remedies available to it or them against any of the other Sellers or to resort to any other source or means of obtaining payment of any of the Aggregate Unpaids hereunder or to elect any other remedy. The provisions of this Section 14.19 shall remain in effect until all of the Aggregate Unpaids shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Aggregate Unpaids, is rescinded or must otherwise be restored or returned by the Agent or any Purchaser upon the insolvency, bankruptcy or reorganization of any of the Sellers, or otherwise, the provisions of this Section 14.19 will forthwith be reinstated in effect, as though such payment had not been made. Each Seller hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Seller with respect to any liability incurred by it hereunder or under any of the other Transaction Documents, any payments made by it to the Agent or any Purchaser with respect to any of the Aggregate Unpaids or any collateral security therefor until such time as all of the Aggregate Unpaids have been paid in full in cash. Any claim which any Seller may be unenforceable in any respect have against any other Borrower Seller with respect to any payments to the Agent or that any Purchaser hereunder or under any other Borrower may have commenced Transaction Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Aggregate Unpaids arising hereunder or thereunder, to the prior payment in full in cash of the Aggregate Unpaids and, in the event of any insolvency, bankruptcy, reorganizationreceivership, liquidation liquidation, reorganization or other similar proceedingsproceeding under the laws of any jurisdiction relating to any Seller, its debts or its assets, whether voluntary or involuntary, all such Aggregate Unpaids 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 Seller therefor. Each of the Sellers hereby agrees that, after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, the payment of any amounts due with respect to the indebtedness owing by any Seller to any other Seller is hereby subordinated to the prior payment in full in cash of the Aggregate Unpaids. Each Seller hereby agrees that after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, such Seller will not demand, sxx for or otherwise attempt to collect any indebtedness of any other Seller owing to such Seller until the Aggregate Unpaids shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Seller shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Seller as trustee for the Agent and the Purchasers, and such Seller shall deliver any such amounts to the Agent for application to the Aggregate Unpaids in accordance with Article II.

Joint and Several. (a) Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) Sellers is accepting joint and several in all circumstances; provided that the maximum liability of each Borrower hereunder and under the other Loan Transaction Documents shall in no event exceed consideration of the amount which can financial accommodations to be incurred provided by such Borrower the Purchasers under applicable laws relating this Agreement, for the mutual benefit, directly and indirectly, of each of the Sellers and in consideration of the undertakings of the other Seller to accept joint and several liability for the insolvency Aggregate Unpaids. (b) Each of debtors. Each Borrower the Sellers, jointly and severally, hereby irrevocably and unconditionally accepts, as co-debtor and not merely as suretya surety but also as a co-debtor, such joint and several liability with the other Borrowers Seller, with respect to the payment and performance of all of the Aggregate Unpaids, it being the intention of the parties hereto that all the Aggregate Unpaids shall be the joint and several obligations of each of the Sellers without preferences or distinction between them. (c) Except as otherwise expressly provided in this Agreement, each Seller hereby waives notice of acceptance of its joint and several liability, notice of the occurrence of any Amortization Event or Potential Amortization Event, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Agent or any Purchaser under or in respect of the Aggregate Unpaids, 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 Seller hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Aggregate Unpaids, the acceptance of any payment of any of the Aggregate Unpaids, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Agent or any Purchaser at any time or times in respect of any default by any Seller in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all suretyship defenses that it might otherwise have hereunder. If and to other indulgences whatsoever by the extent that Agent or any Purchaser in respect of any of the Borrowers shall fail to make Aggregate Unpaids, and the taking, addition, substitution or release, in whole or in part, at any payment with respect to time or times, of any security for any of the Obligations as and when due Aggregate Unpaids or to perform the addition, substitution or release, in whole or in part, of any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower, every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Lender Parties shall be entitled to rely, and all of the Borrowers agree that the Lender Parties may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other BorrowerSeller. Without limiting the generality of the foregoing, each Borrower agrees that Seller assents to any other action or delay in acting or failure to act on the part of the Agent or any Purchaser with respect to the failure by any Seller to comply with any of its respective obligations, it being the intention of each Seller that, so long as any of the Aggregate Unpaids hereunder remain unsatisfied, the obligations of such Borrower hereunder Seller under this Section 14.19 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Seller under this Section 14.19 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Seller or the Agent or any Purchaser. (d) Each Seller represents and warrants to the Agent and the Purchasers that such Seller is currently informed of the financial condition of the other Loan Documents Seller and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Aggregate Unpaids. Each Seller hereby covenants that such Seller will continue to keep informed of the other Seller’s financial FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Aggregate Unpaids. (e) Each Seller agrees that the Agent and the Purchasers may, in their sole and absolute discretion, select the Receivables of any one of the Sellers for sale or application to the Aggregate Unpaids, without regard to the ownership of such Receivables, and shall not be enforceable required to make such selection ratably from the Receivables owned by any of the Sellers. (f) The provisions of this Section 14.19 are made for the benefit of the Agent, the Purchasers and their respective successors and assigns, and may be enforced by it or them from time to time against such Borrower notwithstanding that this Agreement any or all of the Sellers as often as occasion therefor may arise and without requirement on the part of the Agent, any Purchasers or any such 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 Loan Document Sellers or to exhaust any remedies available to it or them against any of the other Sellers or to resort to any other source or means of obtaining payment of any of the Aggregate Unpaids hereunder or to elect any other remedy. The provisions of this Section 14.19 shall remain in effect until all of the Aggregate Unpaids shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Aggregate Unpaids, is rescinded or must otherwise be restored or returned by the Agent or any Purchaser upon the insolvency, bankruptcy or reorganization of any of the Sellers, or otherwise, the provisions of this Section 14.19 will forthwith be reinstated in effect, as though such payment had not been made. (g) Each Seller hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Seller with respect to any liability incurred by it hereunder or under any of the other Transaction Documents, any payments made by it to the Agent or any Purchaser with respect to any of the Aggregate Unpaids or any collateral security therefor until such time as all of the Aggregate Unpaids have been paid in full in cash. Any claim which any Seller may be unenforceable in any respect have against any other Borrower Seller with respect to any payments to the Agent or that any Purchaser hereunder or under any other Borrower may have commenced Transaction Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Aggregate Unpaids arising hereunder or thereunder, to the prior payment in full in cash of the Aggregate Unpaids and, in the event of any insolvency, bankruptcy, reorganizationreceivership, liquidation liquidation, reorganization or other similar proceedingsproceeding under the laws of any jurisdiction relating to any Seller, its debts or its assets, whether voluntary or involuntary, all such Aggregate Unpaids 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 Seller therefor. (h) Each of the Sellers hereby agrees that, after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, the payment of any amounts due with respect to the indebtedness owing by any Seller to any other Seller is hereby subordinated to the prior payment in full in cash of the Aggregate FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT