Common use of Nature and Extent of Each Borrowers Liability Clause in Contracts

Nature and Extent of Each Borrowers Liability. (a) Each Borrower shall be liable for, on a joint and several basis, and hereby guarantees the timely payment by all other Borrowers, of all Loans, fees and any other Obligations owing to or for the account of any one or more Lenders, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent or any Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower acknowledges and agrees that Loans to any Borrower and any other extensions of credit hereunder inure to the mutual benefit of all Borrowers and that the Administrative Agent and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest owed on, any of the Loans or other Obligations, such Borrower shall promptly pay the same, without notice or demand. (b) Each Borrower’s joint and several liability hereunder with respect to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable Laws, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any part of the Obligations or of any promissory note or 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 Borrower or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (iv) the failure by the Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to 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 Administrative Agent’s or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any Borrower for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or Event of Default, (ix) 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, or any decrease in the same, (x) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and it once, without notice to any Borrower, against any or all of the Borrowers to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under applicable Laws that might otherwise require the Administrative Agent to pursue or exhaust its remedies against any Collateral or any other Borrower before pursing another Borrower. Each Borrower consents and agrees that the Administrative Agent shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations. (c) No payment or payments made by a Borrower or received or collected by the Administrative Agent from a Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement, each of which shall remain jointly and severally liable for the payment and performance of all Loans and other Obligations until full payment of all Loans, fees and any other Obligations owing to or for the account of any one or more Lenders. (d) Each Borrower hereby subordinates any claims, including any right of payment, subrogation, contribution and indemnity, that it may have from or against any other Borrower, and any successor or assign of any other Borrower, including any trustee, trustee in bankruptcy receiver or debtor-in-possession, howsoever arising, due or owing or whether heretofore, now or hereafter existing, to the payment in full of all Loans, fees and any other Obligations owing to or for the account of any one or more Lenders.

Nature and Extent of Each Borrowers Liability. (a) Each Borrower shall be liable for, on a joint and several basis, and hereby guarantees the timely payment by the other Borrower of, all of the Loans and other Borrowers, of all Loans, fees and any other Obligations owing to or for the account of any one or more LendersObligations, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent or any Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower acknowledges , it being acknowledged and agrees agreed that Loans to any one Borrower and any other extensions of credit hereunder inure to the mutual benefit of all Borrowers and that the Administrative Agent and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest owed on, any of the Loans or other Obligations, such Borrower shall promptly forthwith pay the same, without notice or demand. (b) Each Borrower’s joint and several liability hereunder with respect to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable Lawslaw, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any part of the Obligations or of any promissory note or 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 Borrower Obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other agreement now or hereafter executed by any the other Borrower and delivered to the Administrative Agent or any Lender, (iv) the failure by the Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to 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 Administrative Agent’s or any Lender’s Lenders’ election, in any proceeding instituted under the United States Bankruptcy Code, for the application of Section 1111(b)(2) of the United States Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower Borrower, as debtor-in-possession under Section 364 of the United States Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any Borrower Obligor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents Financing Agreements or any waiver of a any Default or Event of DefaultDefault thereunder, (ix) 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, or any decrease in the same, (x) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claims against any other Borrower for the repayment of any of the Obligations under Section 502 of the United States Bankruptcy Code, or (xi) any other circumstance that might constitute a legal or equitable discharge or defense of any a Borrower. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and it at once, without notice to any BorrowerObligor, against any or all of the Borrowers Obligors to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Obligor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower Borrower, to the fullest extent permitted by applicable law, waives any provision under applicable Laws that might otherwise require the Administrative Agent under applicable law to pursue or exhaust its remedies against any Collateral or any other Borrower Obligor before pursing another pursuing such Borrower. Each Borrower and each Guarantor consents and agrees that the Administrative Agent shall be under no obligation to marshal any assets in favor of any such Borrower or Guarantor or against or in payment of any or all of the Obligations. (c) No payment or payments made by a Borrower an Obligor or received or collected by the Administrative Agent from a Borrower an Obligor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement, each of which shall remain jointly and severally liable for the payment and performance of all Loans and other Obligations until the Obligations are paid in full payment of all Loans, fees and any other Obligations owing to or for the account of any one or more Lendersthis Agreement is terminated. (d) Each Borrower hereby subordinates is unconditionally obligated to repay the Obligations as a joint and several obligor under this Agreement. If, as of any claimsdate, including the aggregate amount of payments made by a Borrower on account of the Obligations and proceeds of such Borrower’s Collateral that are applied to the Obligations exceeds the aggregate amount of Loan proceeds actually used by such Borrower in its business (such excess amount being referred to as an “Accommodation Payment”), then each other Borrower (each, a “Contributing Borrower”) shall be obligated to make contribution to such Borrower (the “Paying Borrower”) in an amount equal to (i) the product derived by multiplying the sum of each Accommodation Payment of the Paying Borrower by the Borrower Allocable Percentage of such Contributing Borrower less (ii) the amount, if any, of the then outstanding Accommodation Payment of such Contributing Borrower (such last mentioned amount which is to be subtracted from the aforesaid product to be increased by any right amounts theretofore paid by such Contributing Borrower by way of paymentcontribution hereunder, subrogationand to be decreased by any amounts theretofore received by such Contributing Borrower by way of contribution hereunder); provided, contribution and indemnityhowever, that it may have a Paying Borrower’s recovery of contribution hereunder from or against any the other Borrower, and any successor or assign Borrowers shall be limited to that amount paid by the Paying Borrower in excess of any other Borrower, including any trustee, trustee in bankruptcy receiver or debtor-in-possession, howsoever arising, due or owing or whether heretofore, now or hereafter existing, to the payment in full its Borrower Allocable Percentage of all LoansAccommodation Payments then outstanding of all Borrowers. As used herein, fees the term “Borrower Allocable Percentage” shall mean, on any date of determination thereof, a fraction the denominator of which shall be the number of Borrowers hereunder and any the numerator of which shall be 1; provided, however, that such percentages shall be modified in the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower Allocable Percentage equitably and by adjusting the Borrower Allocable Percentage of the other Obligations owing to or for Borrowers proportionately so that the account Borrower Allocable Percentages of any one or more Lendersall Borrowers at all times equal 100%.

Nature and Extent of Each Borrowers Liability. (a) Each Borrower shall be liable for, on a joint and several basis, and hereby guarantees the timely payment by all other BorrowersBorrowers of, all of all Loans, fees the Loans and any other Obligations owing to or for the account of any one or more LendersObligations, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent or any Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower acknowledges , it being acknowledged and agrees agreed that Loans to any Borrower and any other extensions of credit hereunder inure to the mutual benefit of all Borrowers and that the Administrative Agent Agents and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest owed on, any of the Loans or other Obligations, such Borrower shall promptly forthwith pay the same, without notice or demand. (b) Each Borrower’s joint and several liability hereunder with respect to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable Lawslaw, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any part of the Obligations or of any promissory note or 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 Borrower Loan Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative an Agent or any Lender with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative an Agent or any Lender, (iv) the failure by the Administrative an Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or the Administrative an Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the Administrative an Agent’s or any Lender’s Lenders’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any Borrower Loan Party for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or Event of Default, (ix) 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, or any decrease in the same, (x) the disallowance of all or any portion of the Administrative an Agent’s or any Lender’s claims against any other Borrower Loan Party for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and it at once, without notice to any BorrowerLoan Party, against any or all of the Borrowers Loan Parties to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Loan Party or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under applicable Laws law that might otherwise require the Administrative an Agent to pursue or exhaust its remedies against any Collateral or any other Borrower a Loan Party before pursing pursuing another BorrowerLoan Party . Each Borrower consents and agrees that the Administrative no Agent shall be under no any obligation to marshal any assets in favor of any Borrower Loan Party or against or in payment of any or all of the Obligations. (c) No payment or payments made by a Borrower Loan Party or received or collected by the Administrative an Agent from a Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement, each of which whom shall remain jointly and severally liable for the payment and performance of all Loans and other Obligations until the Obligations are paid in full payment of all Loans, fees and any other Obligations owing to or for the account of any one or more Lendersthis Agreement is terminated. (d) Each Borrower hereby subordinates is unconditionally obligated to repay the Obligations as a joint and several obligor under this Agreement. If, as of any claimsdate, including the aggregate amount of payments made by a Borrower on account of the Obligations and proceeds of such Borrower’s Collateral that are applied to the Obligations exceeds the aggregate amount of Loan proceeds actually used by such Borrower in its business (such excess amount being referred to as an “Accommodation Payment”), then each of the other Borrowers (each such Borrower being referred to as a “Contributing Borrower”) shall be obligated to make contribution to such Borrower (the “Paying Borrower”) in an amount equal to (A) the product derived by multiplying the sum of each Accommodation Payment of each Borrower by the Allocable Percentage of the Borrower from whom contribution is sought less (B) the amount, if any, of the then outstanding Accommodation Payment of such Contributing Borrower (such last mentioned amount which is to be subtracted from the aforesaid product to be increased by any right amounts theretofore paid by such Contributing Borrower by way of paymentcontribution hereunder, subrogationand to be decreased by any amounts theretofore received by such Contributing Borrower by way of contribution hereunder); provided , contribution and indemnityhowever , that it may have a Paying Borrower’s recovery of contribution hereunder from or against the other Borrowers shall be limited to that amount paid by the Paying Borrower in excess of its Allocable Percentage of all Accommodation Payments then outstanding of all Borrowers. As used herein, the term “Allocable Percentage” shall mean, on any other Borrowerdate of determination thereof, and any successor or assign a fraction the denominator of any other Borrower, including any trustee, trustee in bankruptcy receiver or debtor-in-possession, howsoever arising, due or owing or whether heretofore, now or hereafter existing, which shall be equal to the payment number of Borrowers who are parties to this Agreement on such date and the numerator of which shall be 1; provided , however , that such percentages shall be modified in full the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower’s Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of all Loans, fees and any other Obligations owing to or for the account of any one or more LendersBorrowers at all times equals 100%.

Nature and Extent of Each Borrowers Liability. (a) Each Borrower shall be liable for, on a joint and several basis, and hereby guarantees the timely payment by all other BorrowersBorrowers of, all of all Loans, fees the Loans and any other Obligations owing to or for the account of any one or more LendersObligations, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent or any Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower acknowledges , it being acknowledged and agrees agreed that Loans to any Borrower and any other extensions of credit hereunder inure to the mutual benefit of all Borrowers and that the Administrative Agent and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest owed on, any of the Loans or other Obligations, such Borrower shall promptly forthwith pay the same, without notice or demand. (b) Each Borrower’s 's joint and several liability hereunder with respect to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable Lawslaw, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any part of the Obligations or of any promissory note or 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 Borrower or any Guarantor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (iv) the failure by the Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien lien upon, or to 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 's release of any Collateral or of its Liens security interests or liens upon any Collateral, (v) the Administrative Agent’s 's or any Lender’s Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any Borrower or Guarantor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents Financing Agreements or any waiver of a Default or Event of Default, (ix) 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, or any decrease in the same, (x) the disallowance of all or any portion of the Administrative Agent’s 's or any Lender’s 's claims against any other Borrower or Guarantor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and it at once, without notice to any BorrowerBorrower or Guarantor, against any or all of the Borrowers to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or Guarantor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under applicable Laws law that might otherwise require the Administrative Agent to pursue or exhaust its remedies against any Collateral or any other Borrower or Guarantor before pursing pursuing another BorrowerBorrower or Guarantor. Each Borrower consents and agrees that the Administrative Agent shall be under no obligation to marshal any assets in favor of any Borrower or Guarantor or against or in payment of any or all of the Obligations. (c) No payment or payments made by a Borrower or Guarantor or received or collected by the Administrative Agent from a Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement, each of which whom shall remain jointly and severally liable for the payment and performance of all Loans and other Obligations until full payment of all Loans, fees and any other Obligations owing to or for the account of any one or more LendersObligations. (d) Each Borrower hereby subordinates is unconditionally obligated to repay the Obligations as a joint and several obligor under this Agreement. If, as of any claimsdate, including the aggregate amount of payments made by a Borrower on account of the Obligations and proceeds of such Borrower's Collateral that are applied to the Obligations exceeds the aggregate amount of Loan proceeds actually used by such Borrower in its business (such excess amount being referred to as an "Accommodation Payment"), then each of the other Borrowers (each such Borrower being referred to as a "Contributing Borrower") shall be obligated to make contribution to such Borrower (the "Paying Borrower") in an amount equal to (A) the product derived by multiplying the sum of each Accommodation Payment of each Borrower by the Allocable Percentage of the Borrower from whom contribution is sought less (B) the amount, if any, of the then outstanding Accommodation Payment of such Contributing Borrower (such last mentioned amount which is to be subtracted from the aforesaid product to be increased by any right amounts theretofore paid by such Contributing Borrower by way of paymentcontribution hereunder, subrogationand to be decreased by any amounts theretofore received by such Contributing Borrower by way of contribution hereunder); provided, contribution and indemnityhowever, that it may have a Paying Borrower's recovery of contribution hereunder from or against the other Borrowers shall be limited to that amount paid by the Paying Borrower in excess of its Allocable Percentage of all Accommodation Payments then outstanding of all Borrowers. As used herein, the term "Allocable Percentage" shall mean, on any other Borrowerdate of determination thereof, and any successor or assign a fraction the denominator of any other Borrower, including any trustee, trustee in bankruptcy receiver or debtor-in-possession, howsoever arising, due or owing or whether heretofore, now or hereafter existing, which shall be equal to the payment number of Borrowers who are parties to this Agreement on such date and the numerator of which shall be 1; provided, however, that such percentages shall be modified in full the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower's Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of all Loans, fees and any other Obligations owing to or for the account of any one or more LendersBorrowers at all times equals 100%.

Nature and Extent of Each Borrowers Liability. (a) Each Borrower shall be liable for, on a joint and several basis, and hereby guarantees the timely payment by all other BorrowersBorrowers of, all of all Loans, fees the Loans and any other Obligations owing to or for the account of any one or more LendersObligations, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent or any Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower acknowledges , it being acknowledged and agrees agreed that Loans to any Borrower and any other extensions of credit hereunder inure to the mutual benefit of all Borrowers and that the Administrative Agent and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest owed on, any of the Loans or other Obligations, such Borrower shall promptly forthwith pay the same, without notice or demand. (b) Each Borrower’s joint and several liability hereunder with respect to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable Lawslaw, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any part of the Obligations or of any promissory note or 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 Borrower or any Guarantor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (iv) the failure by the Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien lien upon, or to 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 security interests or liens upon any Collateral, (v) the Administrative Agent’s or any Lender’s Lenders’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any Borrower or Guarantor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents Financing Agreements or any waiver of a Default or Event of Default, (ix) 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, or any decrease in the same, (x) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claims against any other Borrower or Guarantor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and it at once, without notice to any BorrowerBorrower or Guarantor, against any or all of the Borrowers to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or Guarantor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under applicable Laws law that might otherwise require the Administrative Agent to pursue or exhaust its remedies against any Collateral or any other Borrower or Guarantor before pursing pursuing another BorrowerBorrower or Guarantor. Each Borrower consents and agrees that the Administrative Agent shall be under no obligation to marshal any assets in favor of any Borrower or Guarantor or against or in payment of any or all of the Obligations. (c) No payment or payments made by a Borrower or Guarantor or received or collected by the Administrative Agent from a Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement, each of which whom shall remain jointly and severally liable for the payment and performance of all Loans and other Obligations until full payment of all Loans, fees and any other Obligations owing to or for the account of any one or more LendersObligations. (d) Each Borrower hereby subordinates any claimsis unconditionally obligated to repay the Obligations as a joint and several obligor under this Agreement. If, including any right of payment, subrogation, contribution and indemnity, that it may have from or against any other Borrower, and any successor or assign as of any other date, the aggregate amount of payments made by a Borrower on account of the Obligations and proceeds of such Borrower, including any trustee, trustee in bankruptcy receiver or debtor-in-possession, howsoever arising, due or owing or whether heretofore, now or hereafter existing, ’s Collateral that are applied to the payment Obligations exceeds the aggregate amount of Loan proceeds actually used by such Borrower in full its business (such excess amount being referred to as an “Accommodation Payment”), then each of all Loans, fees and any the other Obligations owing Borrowers (each such Borrower being referred to or for as a “Contributing Borrower”) shall be obligated to make contribution to such Borrower (the account “Paying Borrower”) in an amount equal to (A) the product derived by multiplying the sum of any one or more Lenders.each Accommodation Payment of

Nature and Extent of Each Borrowers Liability. (a) Each Borrower shall be agrees that it is jointly and severally liable for, on a joint and several basisabsolutely and unconditionally guarantees to Lender the prompt payment and performance of, and hereby guarantees the timely payment by all other BorrowersObligations, of all Loans, fees and any other Obligations owing to or for the account of any one or more Lenders, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent or any Lender accounts for such Loans or other extensions of credit on except its books and recordsExcluded Swap Obligation. Each Borrower acknowledges and agrees that Loans to any Borrower its guaranty obligations hereunder constitute a continuing guaranty of payment and any other extensions not of credit hereunder inure to collection, that such obligations shall not be discharged until the mutual benefit of all Borrowers Obligations have been fully and indefeasibly paid, and that such obligations are absolute and unconditional, irrespective of (a) the Administrative Agent and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturitygenuineness, by acceleration validity, regularity, enforceability, subordination or otherwise) of any principal future modification of, or interest owed onchange in, any of the Loans Obligations or this Agreement or any Loan Document, or any other Obligationsdocument, such Borrower shall promptly pay the same, without notice instrument or demand. agreement to which any Loan Party is or may become a party or be bound; (b) Each Borrower’s joint and several liability hereunder with respect to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable Laws, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any part of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt action to collect any of the Obligations from any other Borrower enforce this Agreement or any Collateral Loan Document, or other any waiver, consent or indulgence of any kind by Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security thereforor guaranty for any Obligations or any action, or the absence of any other action to enforce action, by Lender in respect thereof (including the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (iv) the failure by the Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to 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 security or of its Liens upon any Collateral, guaranty); (vd) the Administrative Agent’s or insolvency of any Lender’s election, Loan Document; (e) any election by Lender in any an bankruptcy proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, bankruptcy code; (vif) any borrowing or grant of a security interest Lien by any other Borrower Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, Code or otherwise; (vii) the release or compromise, in whole or in part, of the liability of any Borrower for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or Event of Default, (ix) 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, or any decrease in the same, (xg) the disallowance of all or any portion claims of the Administrative Agent’s or any Lender’s claims Lender against any other Borrower Loan Party for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, bankruptcy code or otherwise; or (xih) any other circumstance action or circumstances that might otherwise constitute a legal or equitable discharge or defense of any Borrower. After the occurrence a surety or guarantor, except full and during the continuance of any Event of Default, the Administrative Agent may proceed directly and it once, without notice to any Borrower, against any or all of the Borrowers to collect and recover all or any part indefeasible payment of the Obligations. (b) Each Borrower expressly waives all rights that it may have now or in the future under any statute, without first proceeding at common law, in equity or otherwise, to compel Lender to marshal assets or to proceed against any Loan Party, other Borrower Person or against any Collateral or other security for the payment or performance of any of the ObligationsObligations before, and each Borrower waives any provision under applicable Laws that might otherwise require the Administrative Agent to pursue or exhaust its remedies as a condition to, proceeding against any Collateral or any other Borrower before pursing another such Borrower. Each Borrower consents waives all defenses available to a surety, guarantor or accommodation co-obligor other than full and agrees indefeasible payment of the Obligations and waives, to the maximum extent permitted by law, any right to revoke any guaranty of Obligations as long as it is a Borrower. It is agreed among each Borrower and Lender that the Administrative Agent shall be under no obligation to marshal any assets in favor provisions of any Borrower or against or in payment of any or all this Section 11 are of the Obligationsessence of the transaction contemplated by this Agreement and the Loan Documents and that, but for such provisions, Lender would decline to make Loans and issue Letters of Credit. Each Borrower acknowledges that its guaranty pursuant to this Section 11 is necessary to the conduct and promotion of its business, and can be expected to benefit such business. (c) No payment Lender may, in its discretion pursue such rights and remedies as it deems appropriate, including realization upon Collateral by judicial foreclosure or payments made by nonjudicial sale or enforcement, without affecting any rights and remedies under this Section 11. If, in taking any action in connection with the exercise of any rights or remedies, Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Borrower or received other Person, whether because of any Applicable Laws pertaining to “election of remedies” or collected by otherwise, each Borrower consents to such action and waives any claim based upon it, even if the Administrative Agent from action may result in loss of any rights of subrogation that any Borrower might otherwise have had. Any election of remedies that results in denial or impairment of the right of any Lender to seek a deficiency judgment against any Borrower or shall not impair any other Person by virtue Borrower’s obligation to pay the full amount of the Obligations. Each Borrower waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any action security for Obligations, even though that election of remedies destroys such Borrower’s rights of subrogation against any other Person. Lender may bid Obligations, in whole or proceeding or any setoff or appropriation or application part, at any time foreclosure, trustee or from time other sale, including any private sale, and the amount of such bid need not be paid by Lender but shall be credited against the Obligations. The amount of the successful bid at any such sale shall be conclusively deemed to time in reduction be the fair market value of or in payment the Collateral, and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to modifybe the amount of the Obligations guaranteed under this Section 11, reducenotwithstanding that any present or future law or court decision may have the effect of reducing the amount of any deficiency claim to which Lender might otherwise be entitled but for such bidding at any such sale. (d) Notwithstanding anything herein to the contrary, release each Borrower’s liability under this Section 11 shall not exceed the greater of (i) all amounts for which such Borrower is primarily liable, as described in clause (f) below, and (ii) such Borrower’s Allocable Amount. (e) If any Borrower makes a Guarantor Payment under this Section 11 of any Obligations (other than amounts for which such Borrower is primarily liable) that, taking into account all other Guarantor Payments previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise affect have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payments in the same proportion that such Borrower’s Allocable Amount bore to the total Allocable Amounts of all Borrowers, then such Borrower shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Borrower for the amount of such excess, ratably based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. The “Allocable Amount” for any Borrower shall be the maximum amount that could then be recovered from such Borrower under this Section 11 without rendering such payment voidable under Section 548 of the Bankruptcy Code or under any applicable state fraudulent transfer or conveyance act, or similar statute or common law. (f) Section 11(d) shall not limit the liability of any Borrower under this Agreement, each of which shall remain jointly and severally liable for the payment and performance of all to pay or guarantee Loans and other Obligations until full payment of all Loans, fees and made directly or indirectly to it (including Loans advanced hereunder to any other Obligations owing to Person and then re-loaned or otherwise transferred to, or for the account benefit of, such Borrower), Obligations relating to Letters of Credit issued to support its business, Banking Services incurred to support its business, and all accrued interest, fees, expenses and other related Obligations with respect thereto, for which such Borrower shall be primarily liable for all purposes hereunder. Lenders shall have the right, at any one or more Lenderstime after the occurrence and during the continuance of an Event of Default, to condition Advances and Letters of Credit upon a separate calculation of borrowing availability for each Borrower and to restrict the disbursement and use of Advances and Letters of Credit to a Borrower based on that calculation. (dg) Each Borrower has requested that Lender make this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and collective enterprise, and the successful operation of each Borrower is dependent upon the successful performance of the integrated group. Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease administration of the facility, all to their mutual advantage. Borrowers acknowledge that Lender’s willingness to extend credit and to administer the Collateral on a combined basis hereunder is done solely as an accommodation to Borrowers and at Borrowers’ request. (h) Each Borrower hereby subordinates any claims, including any right of rights at law or in equity to payment, subrogation, contribution and indemnityreimbursement, exoneration, contribution, indemnification or set off, that it may have from or at any time against any other Borrower, and any successor or assign of any other Borrower, including any trustee, trustee in bankruptcy receiver or debtor-in-possessionLoan Party, howsoever arising, due or owing or whether heretofore, now or hereafter existing, to the full and indefeasible payment in full of all Loans, fees and any other Obligations owing to or for the account its Obligations. (Remainder of any one or more Lenders.Page Intentionally Left Blank)

Nature and Extent of Each Borrowers Liability. (a) Each Borrower shall be liable for, on a joint and several basis, and hereby guarantees the timely payment by all other BorrowersBorrowers of, all of all Loans, fees the Loans and any other Obligations owing to or for the account of any one or more LendersObligations, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent or any Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower acknowledges , it being acknowledged and agrees agreed that Loans to any Borrower and any other extensions of credit hereunder inure to the mutual benefit of all Borrowers and that the Administrative Agent Agents and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest owed on, any of the Loans or other Obligations, such Borrower shall promptly forthwith pay the same, without notice or demand. (b) Each Borrower’s joint and several liability hereunder with respect to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable Lawslaw, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any part of the Obligations or of any promissory note or 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 Borrower Loan Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative an Agent or any Lender with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative an Agent or any Lender, (iv) the failure by the Administrative an Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or the Administrative an Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the Administrative an Agent’s or any Lender’s Lenders’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any Borrower Loan Party for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or Event of Default, (ix) 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, or any decrease in the same, (x) the disallowance of all or any portion of the Administrative an Agent’s or any Lender’s claims against any other Borrower Loan Party for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and it at once, without notice to any BorrowerLoan Party, against any or all of the Borrowers Loan Parties to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Loan Party or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under applicable Laws law that might otherwise require the Administrative an Agent to pursue or exhaust its remedies against any Collateral or any other Borrower a Loan Party before pursing pursuing another BorrowerLoan Party . Each Borrower consents and agrees that the Administrative no Agent shall be under no any obligation to marshal any assets in favor of any Borrower Loan Party or against or in payment of any or all of the Obligations. (c) No payment or payments made by a Borrower Loan Party or received or collected by the Administrative an Agent from a Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement, each of which whom shall remain jointly and severally liable for the payment and performance of all Loans and other Obligations until the Obligations are paid in full payment of all Loans, fees and any other Obligations owing to or for the account of any one or more Lendersthis Agreement is terminated. (d) Each Borrower hereby subordinates is unconditionally obligated to repay the Obligations as a joint and several obligor under this Agreement. If, as of any claimsdate, including the aggregate amount of payments made by a Borrower on account of the Obligations and proceeds of such Borrower’s Collateral that are applied to the Obligations exceeds the aggregate amount of Loan proceeds actually used by such Borrower in its business (such excess amount being referred to as an “Accommodation Payment”), then each of the other Borrowers (each such Borrower being referred to as a “Contributing Borrower”) shall be obligated to make contribution to such Borrower (the “Paying Borrower”) in an amount equal to (A) the product derived by multiplying the sum of each Accommodation Payment of each Borrower by the Allocable Percentage of the Borrower from whom contribution is sought less (B) the amount, if any, of the then outstanding Accommodation Payment of such Contributing Borrower (such last mentioned amount which is to be subtracted from the aforesaid product to be increased by any right amounts theretofore paid by such Contributing Borrower by way of paymentcontribution hereunder, subrogationand to be decreased by any amounts theretofore received by such Contributing Borrower by way of contribution hereunder); provided, contribution and indemnityhowever, that it may have a Paying Borrower’s recovery of contribution hereunder from or against the other Borrowers shall be limited to that amount paid by the Paying Borrower in excess of its Allocable Percentage of all Accommodation Payments then outstanding of all Borrowers. As used herein, the term “Allocable Percentage” shall mean, on any other Borrowerdate of determination thereof, and any successor or assign a fraction the denominator of any other Borrower, including any trustee, trustee in bankruptcy receiver or debtor-in-possession, howsoever arising, due or owing or whether heretofore, now or hereafter existing, which shall be equal to the payment number of Borrowers who are parties to this Agreement on such date and the numerator of which shall be 1; provided, however, that such percentages shall be modified in full the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower’s Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of all Loans, fees and any other Obligations owing to or for the account of any one or more LendersBorrowers at all times equals 100%.

Nature and Extent of Each Borrowers Liability. (a) Each Borrower shall be agrees that it is jointly and severally liable for, on a joint and several basisabsolutely and unconditionally guarantees to Lender the prompt payment and performance of, and hereby guarantees the timely payment by all other BorrowersObligations, of all Loans, fees and any other Obligations owing to or for the account of any one or more Lenders, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent or any Lender accounts for such Loans or other extensions of credit on except its books and recordsExcluded Swap Obligation. Each Borrower acknowledges and agrees that Loans to any Borrower its guaranty obligations hereunder constitute a continuing guaranty of payment and any other extensions not of credit hereunder inure to collection, that such obligations shall not be discharged until the mutual benefit of all Borrowers Obligations have been fully and indefeasibly paid, and that such obligations are absolute and unconditional, irrespective of (a) the Administrative Agent and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturitygenuineness, by acceleration validity, regularity, enforceability, subordination or otherwise) of any principal future modification of, or interest owed onchange in, any of the Loans Obligations or this Agreement or any Loan Document, or any other Obligationsdocument, such Borrower shall promptly pay the same, without notice instrument or demand. agreement to which any Loan Party is or may become a party or be bound; (b) Each Borrower’s joint and several liability hereunder with respect to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable Laws, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any part of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt action to collect any of the Obligations from any other Borrower enforce this Agreement or any Collateral Loan Document, or other any waiver, consent or indulgence of any kind by Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security thereforor guaranty for any Obligations or any action, or the absence of any other action to enforce action, by Lender in respect thereof (including the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (iv) the failure by the Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to 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 security or of its Liens upon any Collateral, guaranty); (vd) the Administrative Agent’s or insolvency of any Lender’s election, Loan Document; (e) any election by Lender in any an bankruptcy proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, bankruptcy code; (vif) any borrowing or grant of a security interest Lien by any other Borrower Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, Code or otherwise; (vii) the release or compromise, in whole or in part, of the liability of any Borrower for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or Event of Default, (ix) 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, or any decrease in the same, (xg) the disallowance of all or any portion claims of the Administrative Agent’s or any Lender’s claims Lender against any other Borrower Loan Party for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, bankruptcy code or otherwise; or (xih) any other circumstance action or circumstances that might otherwise constitute a legal or equitable discharge or defense of any Borrower. After the occurrence a surety or guarantor, except full and during the continuance of any Event of Default, the Administrative Agent may proceed directly and it once, without notice to any Borrower, against any or all of the Borrowers to collect and recover all or any part indefeasible payment of the Obligations. (b) Each Borrower expressly waives all rights that it may have now or in the future under any statute, without first proceeding at common law, in equity or otherwise, to compel Lender to marshal assets or to proceed against any Loan Party, other Borrower Person or against any Collateral or other security for the payment or performance of any of the ObligationsObligations before, and each Borrower waives any provision under applicable Laws that might otherwise require the Administrative Agent to pursue or exhaust its remedies as a condition to, proceeding against any Collateral or any other Borrower before pursing another such Borrower. Each Borrower consents waives all defenses available to a surety, guarantor or accommodation co-obligor other than full and agrees indefeasible payment of the Obligations and waives, to the maximum extent permitted by law, any right to revoke any guaranty of Obligations as long as it is a Borrower. It is agreed among each Borrower and Lender that the Administrative Agent shall be under no obligation to marshal any assets in favor provisions of any Borrower or against or in payment of any or all this Section 11 are of the Obligationsessence of the transaction contemplated by this Agreement and the Loan Documents and that, but for such provisions, Lender would decline to make Loans and issue Letters of Credit. Each Borrower acknowledges that its guaranty pursuant to this Section 11 is necessary to the conduct and promotion of its business, and can be expected to benefit such business. (c) No payment Lender may, in its discretion pursue such rights and remedies as it deems appropriate, including realization upon Collateral by judicial foreclosure or payments made by nonjudicial sale or enforcement, without affecting any rights and remedies under this Section 11. If, in taking any action in connection with the exercise of any rights or remedies, Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Borrower or received other Person, whether because of any Applicable Laws pertaining to “election of remedies” or collected by otherwise, each Borrower consents to such action and waives any claim based upon it, even if the Administrative Agent from action may result in loss of any rights of subrogation that any Borrower might otherwise have had. Any election of remedies that results in denial or impairment of the right of any Lender to seek a deficiency judgment against any Borrower or shall not impair any other Person by virtue Borrower’s obligation to pay the full amount of the Obligations. Each Borrower waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any action security for Obligations, even though that election of remedies destroys such Borrower’s rights of subrogation against any other Person. Lender may bid Obligations, in whole or proceeding or any setoff or appropriation or application part, at any time foreclosure, trustee or from time other sale, including any private sale, and the amount of such bid need not be paid by Lender but shall be credited against the Obligations. The amount of the successful bid at any such sale shall be conclusively deemed to time in reduction be the fair market value of or in payment the Collateral, and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to modifybe the amount of the Obligations guaranteed under this Section 11, reducenotwithstanding that any present or future law or court decision may have the effect of reducing the amount of any deficiency claim to which Lender might otherwise be entitled but for such bidding at any such sale. (d) Notwithstanding anything herein to the contrary, release each Borrower’s liability under this Section 11 shall not exceed the greater of (i) all amounts for which such Borrower is primarily liable, as described in clause (f) below, and (ii) such Borrower’s Allocable Amount. (e) If any Borrower makes a Guarantor Payment under this Section 11 of any Obligations (other than amounts for which such Borrower is primarily liable) that, taking into account all other Guarantor Payments previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise affect have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payments in the same proportion that such Borrower’s Allocable Amount bore to the total Allocable Amounts of all Borrowers, then such Borrower shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Borrower for the amount of such excess, ratably based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. The “Allocable Amount” for any Borrower shall be the maximum amount that could then be recovered from such Borrower under this Section 11 without rendering such payment voidable under Section 548 of the Bankruptcy Code or under any applicable state fraudulent transfer or conveyance act, or similar statute or common law. (f) Section 11(d) shall not limit the liability of any Borrower under this Agreement, each of which shall remain jointly and severally liable for the payment and performance of all to pay or guarantee Loans and other Obligations until full payment of all Loans, fees and made directly or indirectly to it (including Loans advanced hereunder to any other Obligations owing to Person and then re-loaned or otherwise transferred to, or for the account benefit of, such Borrower), Obligations relating to Letters of Credit issued to support its business, Banking Services incurred to support its business, and all accrued interest, fees, expenses and other related Obligations with respect thereto, for which such Borrower shall be primarily liable for all purposes hereunder. Lenders shall have the right, at any one or more Lenderstime after the occurrence and during the continuance of an Event of Default, to condition Advances and Letters of Credit upon a separate calculation of borrowing availability for each Borrower and to restrict the disbursement and use of Advances and Letters of Credit to a Borrower based on that calculation. (dg) Each Borrower has requested that Lender make this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and collective enterprise, and the successful operation of each Borrower is dependent upon the successful performance of the integrated group. Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease administration of the facility, all to their mutual advantage. Borrowers acknowledge that Lender’s willingness to extend credit and to administer the Collateral on a combined basis hereunder is done solely as an accommodation to Borrowers and at Borrowers’ request. (h) Each Borrower hereby subordinates any claims, including any right of rights at law or in equity to payment, subrogation, contribution and indemnityreimbursement, exoneration, contribution, indemnification or set off, that it may have from or at any time against any other Borrower, and any successor or assign of any other Borrower, including any trustee, trustee in bankruptcy receiver or debtor-in-possessionLoan Party, howsoever arising, due or owing or whether heretofore, now or hereafter existing, to the full and indefeasible payment in full of all Loans, fees and any other Obligations owing to or for the account of any one or more Lendersits Obligations.

Nature and Extent of Each Borrowers Liability. (a) Each Borrower shall be liable for, on a joint and several basis, and hereby guarantees the timely payment by all other BorrowersBorrowers of, all of all Loans, fees the Loans and any other Obligations owing to or for the account of any one or more LendersObligations, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent or any Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower acknowledges , it being acknowledged and agrees agreed that Loans to any Borrower and any other extensions of credit hereunder inure to the mutual benefit of all Borrowers and that the Administrative Agent and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest owed on, any of the Loans or other Obligations, such Borrower shall promptly forthwith pay the same, without notice or demand. (b) Each Borrower’s 's joint and several liability hereunder with respect to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable Lawslaw, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any part of the Obligations or of any promissory note or 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 Borrower or any Guarantor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (iv) the failure by the Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien lien upon, or to 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 's release of any Collateral or of its Liens security interests or liens upon any Collateral, (v) the Administrative Agent’s 's or any Lender’s Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any Borrower or Guarantor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents Financing Agreements or any waiver of a Default or Event of Default, (ix) 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, or any decrease in the same, (x) the disallowance of all or any portion of the Administrative Agent’s 's or any Lender’s 's claims against any other Borrower or Guarantor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and it at once, without notice to any BorrowerBorrower or Guarantor, against any or all of the Borrowers to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or Guarantor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under applicable Laws law that might otherwise require the Administrative Agent to pursue or exhaust its remedies against any Collateral or any other Borrower or Guarantor before pursing pursuing another BorrowerBorrower or Guarantor. Each Borrower consents and agrees that the Administrative Agent shall be under no obligation to marshal any assets in favor of any Borrower or Guarantor or against or in payment of any or all of the Obligations. (c) No payment or payments made by a Borrower or Guarantor or received or collected by the Administrative Agent from a Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement, each of which whom shall remain jointly and severally liable for the payment and performance of all Loans and other Obligations until full payment of all Loans, fees and any other Obligations owing to or for the account of any one or more LendersObligations. (d) Each Borrower is unconditionally obligated to repay the Obligations as a joint and several obligor under this Agreement. If, as of any date, the aggregate amount of payments made by a Borrower on account of the Obligations and proceeds of such Borrower's Collateral that are applied to the Obligations exceeds the aggregate amount of Loan proceeds actually used by such Borrower in its business (such excess amount being referred to as an "Accommodation Payment"), then each of the other Borrowers (each such Borrower being referred to as a "Contributing Borrower") shall be obligated to make contribution to such Borrower (the "Paying Borrower") in an amount equal to (A) the product derived by multiplying the sum of each Accommodation Payment of each Borrower by the Allocable Percentage of the Borrower from whom contribution is sought less (B) the amount, if any, of the then outstanding Accommodation Payment of such Contributing Borrower (such last mentioned amount which is to be subtracted from the aforesaid product to be increased by any amounts theretofore paid by such Contributing Borrower by way of contribution hereunder, and to be decreased by any amounts theretofore received by such Contributing Borrower by way of contribution hereunder); provided, however, that a Paying Borrower's recovery of contribution hereunder from the other Borrowers shall be limited to that amount paid by the Paying Borrower in excess of its Allocable Percentage of all Accommodation Payments then outstanding of all Borrowers. As used herein, the term "Allocable Percentage" shall mean, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of Borrowers who are parties to this Agreement on such date and the numerator of which shall be 1; provided, however, that such percentages shall be modified in the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower's Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of all Borrowers at all times equals 100%. (e) Each Borrower hereby subordinates any claims, including any right of payment, subrogation, contribution and indemnity, that it may have from or against any other BorrowerBorrower or any Guarantor, and any successor or assign of any other BorrowerBorrower or any Guarantor, including any trustee, trustee in bankruptcy receiver or debtor-in-possessiondebtor‑in‑possession, howsoever arising, due or owing or whether heretofore, now or hereafter existing, to the full payment in full of all Loans, fees and any other Obligations owing to or for of the account of any one or more LendersObligations.

Nature and Extent of Each Borrowers Liability. (a) Each Borrower shall be liable for, on a joint and several basis, and hereby guarantees the timely payment by all other BorrowersBorrowers of, all of all Loans, fees the Loans and any other Obligations owing to or for the account of any one or more LendersObligations, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent or any Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower acknowledges , it being acknowledged and agrees agreed that Loans to any Borrower and any other extensions of credit hereunder inure to the mutual benefit of all Borrowers and that the Administrative Agent and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest owed on, any of the Loans or other Obligations, such Borrower shall promptly forthwith pay the same, without notice or demand. (b) Each Borrower’s joint and several liability hereunder with respect to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable Lawslaw, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any part of the Obligations or of any promissory note or 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 Borrower or any Guarantor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (iv) the failure by the Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to 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 security interests or Liens upon any Collateral, (v) the Administrative Agent’s or any Lender’s Lenders’ election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any Borrower or Guarantor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents Financing Agreements or any waiver of a Default or Event of Default, (ix) 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, or any decrease in the same, (x) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claims against any other Borrower or Guarantor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and it at once, without notice to any BorrowerBorrower or Guarantor, against any or all of the Borrowers to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or Guarantor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under applicable Laws law that might otherwise require the Administrative Agent to pursue or exhaust its remedies against any Collateral or any other Borrower or Guarantor before pursing pursuing another BorrowerBorrower or Guarantor. Each Borrower consents and agrees that the Administrative Agent shall be under no obligation to marshal any assets in favor of any Borrower or Guarantor or against or in payment of any or all of the Obligations. (c) No payment or payments made by a Borrower or Guarantor or received or collected by the Administrative Agent from a Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement, each of which whom shall remain jointly and severally liable for the payment and performance of all Loans and other Obligations until full payment of all Loans, fees and any other Obligations owing to or for the account of any one or more LendersObligations. (d) Each Borrower hereby subordinates is unconditionally obligated to repay the Obligations as a joint and several obligor under this Agreement. If, as of any claimsdate, including the aggregate amount of payments made by a Borrower on account of the Obligations and proceeds of such Borrower’s Collateral that are applied to the Obligations exceeds the aggregate amount of Loan proceeds actually used by such Borrower in its business (such excess amount being referred to as an “Accommodation Payment”), then each of the other Borrowers (each such Borrower being referred to as a “Contributing Borrower”) shall be obligated to make contribution to such Borrower (the “Paying Borrower”) in an amount equal to (i) the product derived by multiplying the sum of each Accommodation Payment of each Borrower by the Allocable Percentage of the Borrower from whom contribution is sought less (ii) the amount, if any, of the then outstanding Accommodation Payment of such Contributing Borrower (such last mentioned amount which is to be subtracted from the aforesaid product to be increased by any right amounts theretofore paid by such Contributing Borrower by way of payment, subrogation, contribution and indemnity, that it may have from or against any other Borrowerhereunder, and to be decreased by any successor or assign of any other Borrower, including any trustee, trustee in bankruptcy receiver or debtor-in-possession, howsoever arising, due or owing or whether heretofore, now or hereafter existing, to the payment in full of all Loans, fees and any other Obligations owing to or for the account of any one or more Lenders.amounts theretofore

Nature and Extent of Each Borrowers Liability. (a) Each Borrower shall be liable for, on a joint and several basis, and hereby guarantees the timely payment by all other BorrowersBorrowers of, all of all Loans, fees the Loans and any other Obligations owing to or for the account of any one or more LendersObligations, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent or any Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower acknowledges , it being acknowledged and agrees agreed that Loans to any Borrower and any other extensions of credit hereunder inure to the mutual benefit of all Borrowers and that the Administrative Agent Agents and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest owed on, any of the Loans or other Obligations, such Borrower shall promptly forthwith pay the same, without notice or demand. (b) Each Borrower’s 's joint and several liability hereunder with respect to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable Lawslaw, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any part of the Obligations or of any promissory note or 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 Borrower Loan Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative an Agent or any Lender with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative an Agent or any Lender, (iv) the failure by the Administrative an Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or the Administrative an Agent’s 's release of any Collateral or of its Liens upon any Collateral, (v) the Administrative an Agent’s 's or any Lender’s Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2llll(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any Borrower Loan Party for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents or any waiver of a Default or Event of Default, (ix) 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, or any decrease in the same, (x) the disallowance of all or any portion of the Administrative an Agent’s 's or any Lender’s 's claims against any other Borrower Loan Party for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and it at once, without notice to any BorrowerLoan Party, against any or all of the Borrowers Loan Parties to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower Loan Party or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under applicable Laws law that might otherwise require the Administrative an Agent to pursue or exhaust its remedies against any Collateral or any other Borrower a Loan Party before pursing pursuing another BorrowerLoan Party. Each Borrower consents and agrees that the Administrative no Agent shall be under no any obligation to marshal any assets in favor of any Borrower Loan Party or against or in payment of any or all of the Obligations. (c) No payment or payments made by a Borrower Loan Party or received or collected by the Administrative an Agent from a Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement, each of which whom shall remain jointly and severally liable for the payment and performance of all Loans and other Obligations until the Obligations are paid in full payment of all Loans, fees and any other Obligations owing to or for the account of any one or more Lendersthis Agreement is terminated. (d) Each Borrower is unconditionally obligated to repay the Obligations as a joint and several obligor under this Agreement. If, as of any date, the aggregate amount of payments made by a Borrower on account of the Obligations and proceeds of such Borrower's Collateral that are applied to the Obligations exceeds the aggregate amount of Loan proceeds actually used by such Borrower in its business (such excess amount being referred to as an "Accommodation Payment"), then each of the other Borrowers (each such Borrower being referred to as a "Contributing Borrower") shall be obligated to make contribution to such Borrower (the "Paying Borrower") in an amount equal to (A) the product derived by multiplying the sum of each Accommodation Payment of each Borrower by the Allocable Percentage of the Borrower from whom contribution is sought less (B) the amount, if any, of the then outstanding Accommodation Payment of such Contributing Borrower (such last mentioned amount which is to be subtracted from the aforesaid product to be increased by any amounts theretofore paid by such Contributing Borrower by way of contribution hereunder, and to be decreased by any amounts theretofore received by such Contributing Borrower by way of contribution hereunder); provided, however, that a Paying Borrower's recovery of contribution hereunder from the other Borrowers shall be limited to that amount paid by the Paying Borrower in excess of its Allocable Percentage of all Accommodation Payments then outstanding of all Borrowers. As used herein, the term "Allocable Percentage" shall mean, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of Borrowers who are parties to this Agreement on such date and the numerator of which shall be 1; provided, however, that such percentages shall be modified in the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower's Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of all Borrowers at all times equals 100%. (e) Each Borrower hereby subordinates any claims, including any right of payment, subrogation, contribution and indemnity, that it may have from or against any other BorrowerLoan Party, and any successor or assign of any other BorrowerLoan Party, including any trustee, trustee in bankruptcy receiver or debtor-in-possession, howsoever arising, due or owing or whether heretofore, now or hereafter existing, to the full and indefeasible payment in full of all Loans, fees and any other Obligations owing to or for of the account of any one or more LendersObligations.

Nature and Extent of Each Borrowers Liability. (a) Each Borrower shall be liable for, on a joint and several basis, and hereby guarantees the timely payment by all other BorrowersBorrowers of, all of all Loans, fees the Loans and any other Obligations owing to or for the account of any one or more LendersObligations, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative -62- Agent or any Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower acknowledges , it being acknowledged and agrees agreed that Loans to any Borrower and any other extensions of credit hereunder inure to the mutual benefit of all Borrowers and that the Administrative Agent and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest owed on, any of the Loans or other Obligations, such Borrower shall promptly forthwith pay the same, without notice or demand. (b) Each Borrower’s 's joint and several liability hereunder with respect to, and guaranty of, the Loans and other Obligations shall, to the fullest extent permitted by applicable Lawslaw, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any part of the Obligations or of any promissory note or 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 Borrower or any Guarantor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (iv) the failure by the Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien lien upon, or to 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 's release of any Collateral or of its Liens security interests or liens upon any Collateral, (v) the Administrative Agent’s 's or any Lender’s Lenders' election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any Borrower or Guarantor for the payment of any of the Obligations, (viii) any amendment or modification of any of the Loan Documents Financing Agreements or any waiver of a Default or Event of Default, (ix) 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, or any decrease in the same, (x) the disallowance of all or any portion of the Administrative Agent’s 's or any Lender’s 's claims against any other Borrower or Guarantor for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xi) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower. After the occurrence and during the continuance of any Event of Default, the Administrative Agent may proceed directly and it at once, without notice to any BorrowerBorrower or Guarantor, against any or all of the Borrowers to collect and recover all or any part of the Obligations, without first proceeding against any other Borrower or Guarantor or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision under applicable Laws law that might otherwise require the Administrative Agent to pursue or exhaust its remedies against any Collateral or any other Borrower or Guarantor before pursing pursuing another BorrowerBorrower or Guarantor. Each Borrower consents and agrees that the Administrative Agent shall be under no obligation to marshal any assets in favor of any Borrower or Guarantor or against or in payment of any or all of the Obligations. (c) No payment or payments made by a Borrower or Guarantor or received or collected by the Administrative Agent from a Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement, each of which whom shall remain jointly and severally liable for the payment and performance of all Loans and other Obligations until full payment of all Loans, fees and any other Obligations owing to or for the account of any one or more LendersObligations. (d) Each Borrower is unconditionally obligated to repay the Obligations as a joint and several obligor under this Agreement. If, as of any date, the aggregate amount of payments made by a Borrower on account of the Obligations and proceeds of such Borrower's Collateral that are applied to the Obligations exceeds the aggregate amount of Loan proceeds actually used by such Borrower in its business (such excess amount being referred to as an "Accommodation Payment"), then each of the other Borrowers (each such Borrower being referred to as a "Contributing Borrower") shall be obligated to make contribution to such Borrower (the "Paying Borrower") in an amount equal to (A) the product derived by multiplying the sum of each Accommodation Payment of each Borrower by the Allocable Percentage of the Borrower from whom contribution is sought less (B) the amount, if any, of the then outstanding Accommodation Payment of such Contributing Borrower (such last mentioned amount which is to be subtracted from the aforesaid product to be increased by any amounts theretofore paid by such Contributing Borrower by way of contribution hereunder, and to be decreased by any amounts theretofore received by such Contributing Borrower by way of contribution hereunder); provided, however, that a Paying Borrower's recovery of contribution hereunder from the other Borrowers shall be limited to that amount paid by the Paying Borrower in excess of its Allocable Percentage of all Accommodation Payments then outstanding of all Borrowers. As used herein, the term "Allocable Percentage" shall mean, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of Borrowers who are parties to this Agreement on such date and the numerator of which shall be 1; provided, however, that such percentages shall be modified in the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower's Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of all Borrowers at all times equals 100%. (e) Each Borrower hereby subordinates any claims, including any right of payment, subrogation, contribution and indemnity, that it may have from or against any other BorrowerBorrower or any Guarantor, and any successor or assign of any other BorrowerBorrower or any Guarantor, including any trustee, trustee in bankruptcy receiver or debtor-in-possession, howsoever arising, due or owing or whether heretofore, now or hereafter existing, to the full payment in full of all Loans, fees and any other Obligations owing to or for of the account of any one or more LendersObligations.