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

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Credit Documents with respect to all Post-Petition Obligations, regardless of which of the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Agent or the Lenders account therefor in their respective books and records. Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens granted to the Agent under the Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of Agent or any Lender, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent or any Lender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other Borrower. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each Borrower has determined that it is in its best interest and in pursuance of its legitimate business purposes to induce the Lenders to make Loans to the Borrowers pursuant to this Agreement. Each Borrower acknowledges and represents that its business is integrally related to the business of the other Borrower, that the availability of the Commitments benefits each Borrower individually and that the Loans made will be for and inure to the benefit of each of the Borrowers individually and as a group. Accordingly, each Borrower shall be jointly and severally liable (as a principal and not as a surety, guarantor or other accommodation party) for each and every representation, warranty, covenant and obligation (including payment, indemnification and reimbursement obligations) to be performed by the Borrowers under this Agreement, the Notes and the other Facility Documents, and each Borrower acknowledges that in extending the credit provided herein the Lenders are relying upon the fact that the obligations of each Borrower hereunder are the joint and under each several obligations of a principal. The invalidity, unenforceability or illegality of this Agreement, the Notes or any other Facility Document as to one Borrower or the release by the Lender Parties of a Borrower hereunder or thereunder shall not affect the Obligations of the other Credit Documents Borrower under this Agreement, the Notes or the other Facility Documents, all of which shall otherwise remain valid and legally binding obligations of the other Borrower. Any Borrower that makes a payment or distribution hereunder will be entitled to a contribution from the other Borrower in a pro rata amount, based on the adjusted net assets of each Borrower determined in accordance with GAAP (provided that such Borrower shall not exercise any right or remedy against such other Borrower or any property of such other Borrower by reason of any performance of such Borrower of its joint and several obligations hereunder until one year and one day after the Obligations have been repaid in full in cash and the Commitments have terminated or expired). The provisions of this Section 13.12 shall in no respect limit the obligations and liabilities of each Borrower to the Lender Parties, and each Borrower shall remain liable to the Lender Parties for the full amount of the Obligations. (b) Notwithstanding any provision herein contained to the contrary, each Borrower’s obligations under this Section 13.12 (which obligations are in any event in addition to all Post-Petition Obligations, regardless liabilities in respect of which Loans advanced to such Borrower) shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the net amount of all Loans advanced to or for the account of the Borrowers actually receives other Borrower under this Agreement and then re-loaned or otherwise transferred to such Borrower; and (ii) the proceeds amount that could be claimed by any Lender Party from such Borrower under this Section 13.12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Revolving Loans Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, such Borrower’s right of contribution and indemnification from the other Borrower. 5254878 08048307 55 Line of Credit Agreement (c) Each Borrower assumes responsibility for keeping itself informed of the financial condition of each other Borrower, and each Borrower agrees that the Lender Parties shall not have any duty to advise such Borrower of information known to the Lender Parties regarding such condition or any such circumstances or to undertake any investigation not a part of its regular business routine. If the Lender Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, such Lender Party shall be under no obligation to update any such information or to provide any such information to such Borrower on any subsequent occasion. (d) If (i) one or both Borrowers are entitled to a return of excess interest or other amounts or payments delivered under the Facility Documents, or the benefit return of surplus funds or monies from bank accounts maintained in accordance with the requirements of the Facility Documents or the return of any other extensions of credit hereunder, Collateral or the manner in which the Funds Administrator, the Borrowers, the Agent or the Lenders account therefor in their respective books and records. Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to any other proceeds of Revolving Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expensesCollateral (a “Returned Amount”), and (ii) each Borrower's obligations and liabilities arising the Lender Parties are uncertain as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens granted Borrower is entitled to the Agent under the Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of Agent or any Lender, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent or any Lender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or mightReturned Amount, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect a promptly delivered joint notice from the obligations Borrowers regarding the return of such Returned Amount, the Lender Parties may either return the Returned Amount to the Borrower they in good faith believe to be entitled to the same (and the Lender Parties shall not be liable for so doing; provided that the Lender Parties acted in good faith) or, at the joint and several expense of the Borrowers, interplead such Returned Amount or any take such other Borroweractions or exercise such rights or remedies as permitted by Requirements of Law. (be) Each Borrower understands agrees that any notices and information to be provided to any Borrower or both Borrowers by any Lender Party under the Facility Documents may be sent to both Borrowers or either Borrower, regardless of whether or not a receiving Borrower is actually the relevant Borrower or the appropriate person or persons to whom such notice or information should be addressed or delivered (and each Borrower hereby agrees that no Lender Party will be liable to the Borrowers for the failure to deliver such notice or information to the appropriate recipient). Each Borrower hereby waives all confidentiality rights with respect to the delivery of all such notices and information and agrees that no Lender Party shall be liable for delivering a notice or information to a Borrower that is not the relevant Borrower or the appropriate recipient of such notice or information. Each Borrower acknowledges that, if and agrees that it has received full and sufficient consideration for this provision and that this provision is a material inducement for the Lender Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seekand each Lender entering into the loan documents.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Credit Documents with respect to all Post-Petition Postpetition Obligations, regardless of which of the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, hereunder or the manner in which the LFC Funds Administrator, the Borrowers, the Agent or the Lenders account therefor in their respective books and records. Notwithstanding the foregoing, (iA) each Borrower's obligations and liabilities with respect to proceeds of Revolving Loans which that it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (iiB) each Borrower's its obligations and liabilities liabilities, arising as a result of the joint and several liability of the Borrowers hereunder hereunder, with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other BorrowersBorrowers hereunder, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens granted to the Collateral Agent under the Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of Agent or any Lender, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent Agent's or any Lender's part, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which that might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Postpetition Obligations or Prepetition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other Borrower. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly Borrower is accepting joint and severally liable several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Credit Documents with respect Borrowers to all Post-Petition Obligations, regardless of which of accept joint and several liability for the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Agent or the Lenders account therefor in their respective books and records. Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens granted to the Agent under the Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of Agent or any Lender, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent or any Lender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other Borrower. (b) Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of any and all of the obligations owing to the Lenders and the Administrative Agent hereunder and under the other Loan Documents. (c) The obligations of each Borrower understands under the provisions of this Section 2.25 constitute the absolute and acknowledges thatunconditional, if full recourse obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. (d) The provisions of this Section 2.25 are made for the benefit of the Administrative Agent forecloses judicially and the Lenders and their respective successors and assigns, and may be enforced by it or nonjudicially them from time to time against any Collateral consisting or all Borrowers as often as occasion therefor may arise and without requirement on the part of real propertythe Administrative Agent, any Lender, or successor or assign first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment hereunder or to elect any other remedy. The provisions of this Section 2.25 shall remain in effect until all of the obligations of the Borrowers now or hereafter existing under this Agreement or any other Loan shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made hereunder, is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.25 will forthwith be reinstated in effect, as though such foreclosure could impair payment had not been made. (e) Each Borrower hereby agrees that it will not enforce any of its rights of subrogation with respect to any payments made by it to the Administrative Agent or destroy the Lenders or any ability that collateral security therefor until such time as all of the Loans and Letter of Credit Liabilities (and accrued interest thereon) have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to seekany payments to the Administrative Agent or any Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment to the prior payment in full in cash of all of the obligations of the Borrowers now or hereafter existing under this Agreement or any other Loan Document and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all obligations of the Borrowers now or hereafter existing under this Agreement or any other Loan Document shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor.

Joint and Several Liability of Borrowers. (a) Each Borrower accepts joint and several liability hereunder in consideration of the Borrowers financial accommodation to be provided by the Administrative Agent and the Lenders under this Agreement and the other Credit Documents, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of each Borrower to accept joint and several liability for the obligations of each Borrower. (b) Each Borrower shall be jointly and severally liable hereunder and under each of the other Credit Documents with respect to for all Post-Petition Obligations, regardless of which of the Borrowers Borrower actually receives the proceeds of the Revolving Loans Credit Extensions hereunder or the benefit amount of any other extensions of credit hereunder, such Credit Extensions received or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent or the Lenders account therefor in their respective any Lender accounts for such Credit Extensions on its books and records. Notwithstanding the foregoing, (i) each Each Borrower's ’s obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for its accountExtensions made to it, and related fees, costs and expenses, and (ii) each Borrower's ’s obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder such Borrower hereunder, with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of Extensions made to and other Obligations owing by the other Borrowers, together with the related fees, costs and expensesBorrowers hereunder, shall be separate and distinct obligations, both of which are but all such obligations shall be primary obligations of such each Borrower. Neither . (c) Each Borrower’s obligations arising as a result of the joint and several liability ofof such Borrower hereunder with respect to Credit Extensions made to and other Obligations owing by the other Borrowers hereunder shall, nor the Liens granted to the Agent under the Collateral Documents byfullest extent permitted by law, any be unconditional irrespective of the Borrowers shall be impaired or released by (A) the failure validity or enforceability, avoidance or subordination of the obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the obligations of any other Borrower, (B) the absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (C) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (D) the failure by the Administrative Agent or any successors or assigns thereofLender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any holder security or collateral for the obligations of any post-Petition Revolving Note other Borrower, (E) the Administrative Agent’s or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the Post-Petition application of Section 1111(b)(2) of the Bankruptcy Code, (F) any borrowing or grant of a security interest by any other Borrower, as Debtor In Possession under Section 364 of the Bankruptcy Code, (G) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s claim(s) for the repayment of the obligations of any other Borrower under Section 502 of the Bankruptcy Code, or (H) any other circumstances (other than payment in full of all Obligations (other than contingent and indemnification obligations not then due and owing)) which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. With respect to assert each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Credit Extensions made to the other Borrowers hereunder, such Borrower agrees not to exercise, until the Obligations (other than contingent and indemnified obligations) shall have been paid in full and this Credit Agreement and the other Credit Documents shall have been terminated, any claim or demand or right to exercise or enforce any right, power right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against the Funds Administrator, any such Borrower, any Subsidiary of endorser or any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange guarantor of all or any part of the Obligations, and any property (including without limitation benefit of, and any right to participate in, any security or collateral given to the Collateral) securing payment, performance and/or observance Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any of Borrower to the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Administrative Agent or any Lender. (d) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any other event or condition with respect to portion of the Obligations, without first proceeding against any other Borrower, including Borrower or any such action or inaction or other event or condition, which might otherwise constitute a defense available toPerson, or a discharge of, such other Borrower, against any security or a guarantor collateral for the Obligations. Each Borrower consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of any Borrower or surety against or in payment of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other Borrower. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each Notwithstanding anything in this Agreement or any other Financing Agreements to the contrary, each Borrower, jointly and severally, in consideration of the financial accommodations to be provided by the Agent and Lenders under this Agreement and the other Financing Agreements, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. Borrowers shall be jointly liable for all amounts due to Agent and severally liable hereunder and Lenders under each of the other Credit Documents with respect to all Post-Petition Obligationsthis Agreement, regardless of which of the Borrowers Borrower actually receives the proceeds of the Revolving Loans Term Loan hereunder or the benefit amount of any other extensions of credit hereunder, such Term Loan received or the manner in which the Funds Administrator, the Borrowers, the Agent or the Lenders account therefor in their respective any Lender accounts for such Term Loan on its books and records. Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities The Obligations of Borrowers with respect to proceeds any portion of Revolving Loans which it receives or Letters the Term Loan made to one of Credit issued for its accountthem, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities the Obligations arising as a result of the joint and several liability of one of the Borrowers hereunder hereunder, with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any portion of the Term Loan made to the other Borrowers, together with of the related fees, costs and expensesBorrowers hereunder, shall be separate and distinct obligations, both of which are but all such other Obligations shall be primary obligations of all Borrowers. (b) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such Borrower. Neither event, the other Borrowers will make such payment with respect to, or perform, such Obligation. (c) Except as otherwise expressly provided herein, to the extent permitted by law, each Borrower (in its capacity as a joint and several liability ofobligor in respect of the obligations of the other Borrower) hereby waives notice of acceptance of its joint and several liability, nor the Liens granted notice of occurrence of any Event of Default (except to the Agent extent notice is expressly required to be given pursuant to the terms of this Agreement), or of any demand for any payment under this Agreement or the Collateral Documents byother Financing Agreements, notice of any of the Borrowers shall be impaired action at any time taken or released omitted by (A) the failure of Agent or any Lender, any successors Lender under or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange in respect of any of the Post-Petition Obligations obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and the other Financing Agreements. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the release or compromise of any obligation of any nature of any Person with respect thereto; (C) time for the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance payment of any of the Post-Petition Obligations Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or any Lender at any time or times in respect of any default by the other Borrowers in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or any Lender in respect of any of the obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such obligations or the compromise addition, substitution or extension release, in whole or renewal for any period in part, of the other Borrowers. Without limiting the generality of the foregoing, each Borrower (whether or not longer than in its capacity as a joint and several obligor in respect of the original period) of any obligations of any nature of any Person with respect the other Borrower) assents to any such property; (D) any other action or inaction delay in acting or any failure to act on the part of Agent or any Lender, including, without limitation, any failure strictly or diligently to assert any other event right or condition to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this Section 2.5 hereof, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 2.5, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 2.5 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 2.5 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or a Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Borrowerchange whatsoever in the name, including membership, constitution or place of formation of any such action Borrower or inaction any of the Lenders. (d) The provisions of this Section 2.5 are made for the benefit of the Agent and the Lenders and their respective successors and assigns, and subject to Section 12.3 hereof, may be enforced by them from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of Agent or any Lender first to marshal any of its claims or to exercise any of its rights against the other event Borrowers or conditionto exhaust any remedies available to it against the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.5 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied (other than indemnities and contingent Obligations which have not yet accrued). If at any time, which might otherwise constitute a defense available toany payment, or a discharge ofany part thereof, such other made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.5 hereof will forthwith be reinstated and in effect as though such payment had not been made. (e) Notwithstanding any provision to the contrary contained herein or in any of the other Financing Agreements, to the extent the obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code of the United States). (f) With respect to the Obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to the Term Loan made to the other Borrowers hereunder, each of Borrowers waives, until the Obligations shall have been paid in full (other than indemnities and contingent Obligations which have not yet accrued) and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or any Lender now has or may hereafter have against any Borrower, any endorser or any guarantor of all or surety any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. Any claim which any Borrower may have against any other Borrower with respect to any payments to Agent or Lenders hereunder or under any of the other Financing Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations. Upon the occurrence of any Event of Default and for so long as the same is continuing, Agent and Lenders may proceed directly and at once, without notice (to the extent notice is waivable under applicable law), against (i) with respect to Obligations of Borrowers, either or both of them or (ii) with respect to Obligations of any Borrower, to collect and recover the full amount, or any portion of the applicable Obligations, without first proceeding against the other applicable Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or against or in payment of any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other Borrower. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Credit Loan Documents with respect to all Post-Petition Obligations, regardless of which of the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Agent or Administrative Agent, the Lenders or any of the Facing Banks account therefor therefore in their respective books and records. Notwithstanding In furtherance and not in limitation of the foregoing, (i) each Borrower's ’s obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's ’s obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens granted to the Collateral Agent under the Collateral Security Documents by, any of the Borrowers shall be impaired or released by (A) the failure of Agent the Administrative Agent, any Lender or any LenderFacing Bank, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent the Administrative Agent, any Lender or any LenderFacing Bank, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower. (b) Each Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, to the extent the joint obligations of a Borrower understands shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law) then the Obligations of each Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and acknowledges including, without limitation, the federal Bankruptcy Code). (c) To the extent that any Borrower shall make a payment under this Section 13.19(c) of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, if taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability amount that such Borrower may would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to seeksuch Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 13.19(c) without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. This Section 13.19(c) is intended only to define the relative rights of the Borrowers and nothing set forth in this Section 13.19(c) is intended to or shall impair the obligations of the Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 13.19(a). Nothing contained in this Section 13.19(c) shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, fees and expenses with respect thereto for which such Borrower shall be primarily liable. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. The rights of each Borrower against each other Borrower under this Section 13.19(c) shall not be exercisable until the full and indefeasible payment of the Obligations and the termination of the Commitments. (d) The liability of the Borrowers under this Section 13.19 is in addition to and shall be cumulative with all liabilities of each Borrower to Administrative Agent and Lenders under this Agreement and the other Loan Documents to which such Borrower is a party, without any limitation as to amount.

Joint and Several Liability of Borrowers. (a) Each Notwithstanding anything in this Agreement or any other Financing Agreements to the contrary, each Borrower, jointly and severally, in consideration of the financial accommodations to be provided by Agent and Lenders under this Agreement and the other Financing Agreements, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. Borrowers shall be jointly liable for all amounts due to Agent and severally liable hereunder and Lenders under each of the other Credit Documents with respect to all Post-Petition Obligationsthis Agreement, regardless of which of the Borrowers Borrower actually receives the proceeds of the Revolving Loans hereunder or the benefit amount of any other extensions of credit hereunder, such Loans received or the manner in which the Funds Administrator, the Borrowers, the Agent or the Lenders account therefor in their respective any Lender accounts for such Loans or other extensions of credit on its books and records. Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities The Obligations of Borrowers with respect to proceeds Loans made to one of Revolving Loans which it receives or Letters of Credit issued for its accountthem, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities the Obligations arising as a result of the joint and several liability of the one of Borrowers hereunder hereunder, with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of made to the other Borrowers, together with the related fees, costs and expensesof Borrowers hereunder, shall be separate and distinct obligations, both of which are but all such other Obligations shall be primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens granted to the Agent under the Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of Agent or any Lender, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent or any Lender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other BorrowerBorrowers. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each Notwithstanding anything in this Agreement or any other Loan Documents to the contrary, each Borrower, jointly and severally, in consideration of the financial accommodations to be provided by the Administrative Agent and Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. Borrowers shall be jointly liable for all amounts due to Administrative Agent and severally liable hereunder and Lenders under each of the other Credit Documents with respect to all Post-Petition Obligationsthis Agreement, regardless of which of the Borrowers ▇▇▇▇▇▇▇▇ actually receives the proceeds of the Revolving Term Loans hereunder or the benefit amount of any other extensions of credit hereunder, such Term Loans received or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent or the Lenders account therefor in their respective any Lender accounts for such Term Loans or other extensions of credit on its books and records. Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities The Obligations of Borrowers with respect to proceeds Term Loans made to one of Revolving Loans which it receives or Letters of Credit issued for its accountthem, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities the Obligations arising as a result of the joint and several liability of one of the Borrowers hereunder with respect to proceeds of Revolving Term Loans received by, or Letters of Credit issued for made to the account of, any other of the other Borrowers, together with the related fees, costs and expensesBorrowers hereunder, shall be separate and distinct obligations, both of which are but all such other Obligations shall be primary obligations of all Borrowers. (b) If and to the extent that either Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such Obligation. (c) The obligations of each Borrower under this Section 2.24 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either Borrower. Neither The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of either Borrower or any of the Lenders. (d) The provisions of this Section 2.24 hereof are made for the benefit of the Administrative Agent and the Lenders and their successors and assigns, and subject to Article 8 hereof, may be enforced by them from time to time against either ▇▇▇▇▇▇▇▇ as often as occasion therefor may arise and without requirement on the part of Administrative Agent or any Lender first to marshal any of its claims or to exercise any of its rights against the other Borrowers or to exhaust any remedies available to it against the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.24 shall remain in effect until the Termination Date. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of either Borrower, or otherwise, the provisions of this Section 2.24 hereof will forthwith be reinstated and in effect as though such payment had not been made. (e) Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal, state or provincial and including, without limitation, the Bankruptcy Code of the United States). (f) With respect to the Obligations arising as a result of the joint and several liability of, nor the Liens granted of Borrowers hereunder with respect to Term Loans or other extensions of credit made to the Agent under other Borrowers hereunder, to the Collateral Documents bymaximum extent permitted by applicable law, each Borrower waives, until a Payment in Full, any right to enforce any right of the Borrowers shall be impaired subrogation or released by (A) the failure of any remedy which Administrative Agent or any Lender, any successors Lender now has or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy may hereafter have against the Funds Administrator, any either Borrower, any Subsidiary of endorser or any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange Guarantor of all or any part of the Obligations, and any property (including without limitation the Collateral) securing paymentbenefit of, performance and/or observance of and any of the Post-Petition Obligations right to participate in, any security or the compromise collateral given to Administrative Agent or extension or renewal for any period (whether or not longer than the original period) of Lender. Any claim which either Borrower may have against any obligations of any nature of any Person other Borrower with respect to any such property; (D) any action or inaction on the part of payments to Administrative Agent or Lenders hereunder or under any Lenderof the other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior Payment in Full of all Obligations. Upon the occurrence of any Event of Default and for so long as the same is continuing, to the maximum extent permitted under applicable law, Administrative Agent and Lenders may proceed directly and at once, without notice (to the extent notice is waivable under applicable law), against (i) with respect to Obligations of Borrowers, either or all of them or (ii) with respect to Obligations of either Borrower, to collect and recover the full amount, or any portion of the applicable Obligations, without first proceeding against the other event Borrowers or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available toPerson, or a discharge of, such other Borrower, against any security or a guarantor collateral for the Obligations. Each Borrower consents and agrees that Administrative Agent and Lenders shall be under no obligation to marshal any assets in favor of ▇▇▇▇▇▇▇▇(s) or surety against or in payment of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of . Subject to the Post-Petition Obligations) which would or mightforegoing, in the absence event that a Term Loan or other extension of this provisioncredit is made to, operate or with respect to releasebusiness of, discharge one Borrower and any other Borrower makes any payments with respect to such Term Loan or otherwise prejudicially affect extension of credit, the obligations of first Borrower shall promptly reimburse such or any other Borrower for all payments so made by such other Borrower. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each The Obligations of the Borrowers shall be jointly joint and severally liable hereunder and under each of the other Credit Documents with respect to all Post-Petition Obligations, several in nature regardless of which of the Borrowers such Person actually receives or received (or receives or received the proceeds of) Advances, Letters of the Revolving Loans or the benefit of any Credit and other extensions of credit hereunder, the amount of such Advances, Letters of Credit and other extensions of credit received or the manner in which the Funds AdministratorAgent, the BorrowersIssuing Bank, the Agent or the Lenders account therefor in their respective any Lender for such Advances, Letters of Credit and other extensions of credit books and recordsrecords such Advances, Letters Credit and other extensions of credit hereunder. Notwithstanding the foregoing, (i) each Each Borrower's ’s obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Advances, Letters of Credit issued for its accountand other extensions of credit made to it hereunder, and related fees, costs and expenses, and (ii) each such Borrower's ’s obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder such Borrower hereunder, with respect to proceeds of Revolving Loans received byAdvances, or Letters of Credit issued for and other extensions of credit made to and other Obligations owing by the account ofother Borrowers hereunder, shall be primary obligations of each such Borrower. (b) The obligations of Borrowers under clause (a) above are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents, any documentation regarding any Hedging Agreement or any documentation regarding Bank Products, or any other Borrowersagreement or instrument referred to therein, together or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by Applicable Law, irrespective of any Applicable Law or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 2.18 that the obligations of Borrowers hereunder shall be absolute and unconditional under any and all circumstances. Each Borrower agrees that with respect to its obligations under the related feesforegoing clause (a), costs such Borrower shall have no right of subrogation, indemnity, reimbursement or contribution against the any other Borrower for amounts paid under this Section 2.18 until such time as the Obligations have been paid in full and expensesthe Revolver Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Applicable Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Borrower under the foregoing clause (a), which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to any Borrower, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of any of the Loan Documents, any documentation regarding any Hedging Agreement or any documentation regarding Bank Products, or any other agreement or instrument referred to in such Loan Documents, any documentation regarding any Hedging Agreement or any documentation regarding Bank Products, shall be separate and distinct obligations, both done or omitted; (iii) the maturity of which are primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens granted to the Agent under the Collateral Documents by, any of the Borrowers Obligations shall be impaired or released by (A) the failure of Agent or any Lenderaccelerated, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any documentation regarding Hedging Agreements, or any documentation regarding Bank Products, or any other agreement or instrument referred to assert Loan Documents, any claim documentation regarding Hedging Transactions or any documentation regarding Bank Products, shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (iv) any Lien granted to, or in favor of, Agent or any Secured Parties as security for any of the Obligations shall fail to attach or be perfected; or (v) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Borrower) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Borrower). With respect to its obligations under the foregoing clause (a), each Borrower hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that Agent or to exercise or enforce any Lender exhaust any right, power or remedy or proceed against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of Person under any of the Post-Petition Obligations or the release or compromise of Loan Documents, any obligation of any nature of any Person with respect thereto; (C) the surrenderdocumentation regarding Hedging Agreements, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent or any Lenderdocumentation regarding Bank Products, or any other event agreement or condition with respect instrument referred to Loan Documents, any documentation regarding Hedging Agreements or any documentation regarding Bank Products, or against any other Borrower, including Person under any such action or inaction or other event or condition, which might otherwise constitute a defense available toguarantee of, or a discharge ofsecurity for, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other Borrower. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each Notwithstanding anything in this Agreement or any other Financing Agreements to the contrary, each Borrower, jointly and severally, in consideration of the financial accommodations to be provided by Agents and Lenders under this Agreement and the other Financing Agreements, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. Borrowers shall be jointly liable for all amounts due to Agents and severally liable hereunder and Lenders under each of the other Credit Documents with respect to all Post-Petition Obligationsthis Agreement, regardless of which of the Borrowers Borrower actually receives the proceeds of the Revolving Loans hereunder or the benefit amount of any other extensions of credit hereunder, such Loans received or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent or the Lenders account therefor in their respective any Lender accounts for such Loans or other extensions of credit on its books and records. Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities The Obligations of Borrowers with respect to proceeds Loans made to one of Revolving Loans which it receives or Letters of Credit issued for its accountthem, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities the Obligations arising as a result of the joint and several liability of one of the Borrowers hereunder hereunder, with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for made to the account of, any other of the other Borrowers, together with the related fees, costs and expensesBorrowers hereunder, shall be separate and distinct obligations, both of which are but all such other Obligations shall be primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens granted to the Agent under the Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of Agent or any Lender, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent or any Lender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other BorrowerBorrowers. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each Borrower has determined that it is in its best interest and in pursuance of its legitimate business purposes to induce the Lenders to make Loans to the Borrowers pursuant to this Agreement. Each Borrower acknowledges and represents that its business is integrally related to the business of the other Borrower, that the availability of the Commitments benefits each Borrower individually and that the Loans made will be for and inure to the benefit of each of the Borrowers individually and as a group. Accordingly, each Borrower shall be jointly and severally liable (as a principal and not as a surety, guarantor or other accommodation party) for each and every representation, warranty, covenant and obligation (including payment, indemnification and reimbursement obligations) to be performed by the Borrowers under this Agreement, the Notes and the other Facility Documents, and each Borrower acknowledges that in extending the credit provided herein the Lenders are relying upon the fact that the obligations of each Borrower hereunder are the joint and under each several obligations of a principal. The invalidity, unenforceability or illegality of this Agreement, the Notes or any other Facility Document as to one Borrower or the release by the Lender Parties of a Borrower hereunder or thereunder shall not affect the Obligations of the other Credit Documents Borrower under this Agreement, the Notes or the other Facility Documents, all of which shall otherwise remain valid and legally binding obligations of the other Borrower. Any Borrower that makes a payment or distribution hereunder will be entitled to a contribution from the other Borrower in a pro rata amount, based on the adjusted net assets of each Borrower determined in accordance with GAAP (provided that such Borrower shall not exercise any right or remedy against such other Borrower or any property of such other Borrower by reason of any performance of such Borrower of its joint and several obligations hereunder until one year and one day after the Obligations have been repaid in full in cash and the Commitments have terminated or expired). The provisions of this Section 13.12 shall in no respect limit the obligations and liabilities of each Borrower to the Lender Parties, and each Borrower shall remain liable to the Lender Parties for the full amount of the Obligations. (b) Notwithstanding any provision herein contained to the contrary, each Borrower’s obligations under this Section 13.12 (which obligations are in any event in addition to all Post-Petition Obligations, regardless liabilities in respect of which Loans advanced to such Borrower) shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the net amount of all Loans advanced to or for the account of the Borrowers actually receives other Borrower under this Agreement and then re-loaned or otherwise transferred to such Borrower; and (ii) the proceeds amount that could be claimed by any Lender Party from such Borrower under this Section 13.12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Revolving Loans Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, such Borrower’s right of contribution and indemnification from the other Borrower. (c) Each Borrower assumes responsibility for keeping itself informed of the financial condition of each other Borrower, and each Borrower agrees that the Lender Parties shall not have any duty to advise such Borrower of information known to the Lender Parties regarding such condition or any such circumstances or to undertake any investigation not a part of its regular business routine. If the Lender Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, such Lender Party shall be under no obligation to update any such information or to provide any such information to such Borrower on any subsequent occasion. (d) If (i) one or both Borrowers are entitled to a return of excess interest or other amounts or payments delivered under the Facility Documents, or the benefit return of surplus funds or monies from bank accounts maintained in accordance with the requirements of the Facility Documents or the return of any other extensions of credit hereunder, Collateral or the manner in which the Funds Administrator, the Borrowers, the Agent or the Lenders account therefor in their respective books and records. Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to any other proceeds of Revolving Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expensesCollateral (a “Returned Amount”), and (ii) each Borrower's obligations and liabilities arising the Lender Parties are uncertain as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens granted Borrower is entitled to the Agent under the Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of Agent or any Lender, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent or any Lender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or mightReturned Amount, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect a promptly delivered joint notice from the obligations Borrowers regarding the return of such Returned Amount, the Lender Parties may either return the Returned Amount to the Borrower they in good faith believe to be entitled to the same (and the Lender Parties shall not be liable for so doing; provided that the Lender Parties acted in good faith) or, at the joint and several expense of the Borrowers, interplead such Returned Amount or any take such other Borroweractions or exercise such rights or remedies as permitted by Requirements of Law. (be) Each Borrower understands agrees that any notices and information to be provided to any Borrower or both Borrowers by any Lender Party under the Facility Documents may be sent to both Borrowers or either Borrower, regardless of whether or not a receiving Borrower is actually the relevant Borrower or the appropriate person or persons to whom such notice or information should be addressed or delivered (and each Borrower hereby agrees that no Lender Party will be liable to the Borrowers for the failure to deliver such notice or information to the appropriate recipient). Each Borrower hereby waives all confidentiality rights with respect to the delivery of all such notices and information and agrees that no Lender Party shall be liable for delivering a notice or information to a Borrower that is not the relevant Borrower or the appropriate recipient of such notice or information. Each Borrower acknowledges that, if and agrees that it has received full and sufficient consideration for this provision and that this provision is a material inducement for the Lender Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seekand each Lender entering into the loan documents.

Joint and Several Liability of Borrowers. (a) Each Notwithstanding anything in this Agreement or any other Loan Documents to the contrary, each Borrower, jointly and severally, in consideration of the financial accommodations to be provided by Agent and Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. Borrowers shall be jointly liable for all amounts due to Agent and severally liable hereunder and Lenders under each of the other Credit Documents with respect to all Post-Petition Obligationsthis Agreement, regardless of which of the Borrowers Borrower actually receives the proceeds of the Revolving Loans or Letter of Credit Obligations hereunder or the benefit amount of any other extensions of credit hereunder, such Revolving Loans received or the manner in which the Funds Administrator, the Borrowers, the Agent or the Lenders account therefor in their respective any Lender accounts for such Revolving Loans, Letter of Credit Obligations or other extensions of credit on its books and records. Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities The Obligations of Borrowers with respect to proceeds of Revolving Loans which it receives or Letters made to one of Credit issued for its accountthem, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities the Obligations arising as a result of the joint and several liability of one of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for made to the account of, any other of the other Borrowers, together with the related fees, costs and expensesBorrowers hereunder, shall be separate and distinct obligations, both of which are but all such other Obligations shall be primary obligations of all Borrowers. (b) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such Borrower. Neither event, the other Borrowers will make such payment with respect to, or perform, such Obligation. (c) Except as otherwise expressly provided herein, to the extent permitted by law, each Borrower (in its capacity as a joint and several liability ofobligor in respect of the obligations of the other Borrower) hereby waives notice of acceptance of its joint and several liability, nor the Liens granted notice of occurrence of any Event of Default (except to the Agent extent notice is expressly required to be given pursuant to the terms of this Agreement), or of any demand for any payment under this Agreement or the Collateral Documents byother Loan Documents, notice of any of the Borrowers shall be impaired action at any time taken or released omitted by (A) the failure of Agent or any Lender, any successors Lender under or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange in respect of any of the Post-Petition Obligations obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and the other Loan Documents. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the release or compromise of any obligation of any nature of any Person with respect thereto; (C) time for the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance payment of any of the Post-Petition Obligations Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or any Lender at any time or times in respect of any default by the other Borrowers in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or any Lender in respect of any of the obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such obligations or the compromise addition, substitution or extension release, in whole or renewal for any period in part, of the other Borrowers. Without limiting the generality of the foregoing, each Borrower (whether or not longer than in its capacity as a joint and several obligor in respect of the original periodObligations of the other Borrowers) of any obligations of any nature of any Person with respect assents to any such property; (D) any other action or inaction delay in acting or any failure to act on the part of Agent or any Lender, Lender or any other event event, condition or condition thing that might be deemed a legal or equitable discharge of a surety or guarantor. The obligations of each Borrower under this Section 2.6 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Borrowerchange whatsoever in the name, including membership, constitution or place of formation of any such action Borrower or inaction any of the Lenders. (d) The provisions of this Section 2.6 hereof are made for the benefit of the Lenders and their successors and assigns, and subject to Section 14.4 hereof, may be enforced by them from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of Agent or any Lender first to marshal any of its claims or to exercise any of its rights against the other event Borrowers or conditionto exhaust any remedies available to it against the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.6 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied (other than indemnities and contingent Obligations which have not yet accrued). If at any time, which might otherwise constitute a defense available toany payment, or a discharge ofany part thereof, such other made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.6 hereof will forthwith be reinstated and in effect as though such payment had not been made. (e) Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal, state or provincial and including, without limitation, the Bankruptcy Code of the United States). (f) With respect to the Obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to Revolving Loans, Letter of Credit Obligations or other extensions of credit made to the other Borrowers hereunder, each Borrower waives, until the Obligations shall have been paid in full (other than indemnities and contingent Obligations which have not yet accrued) and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or any Lender now has or may hereafter have against any Borrower, any endorser or any guarantor of all or surety any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. Any claim which any Borrower may have against any other Borrower with respect to any payments to Agent or Lenders hereunder or under any of the other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations. Upon the occurrence of any Event of Default and for so long as the same is continuing, Agent and Lenders may proceed directly and at once, without notice (to the extent notice is waivable under applicable law), against (i) with respect to Obligations of Borrowers, either or all of them or (ii) with respect to Obligations of any Borrower, to collect and recover the full amount, or any portion of the applicable Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or against or in payment of any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other Borrower. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) All Loans, upon funding, shall be deemed to be jointly funded to and received by each of the Borrowers. Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Credit Documents with respect to this Agreement for all Post-Petition Obligations, regardless of the manner or amount in which of the Borrowers actually receives the proceeds of Loans are used, allocated, shared or disbursed by or among the Revolving Loans or the benefit of any other extensions of credit hereunderBorrowers, or the manner in which the Funds Administrator, the Borrowers, the an Agent and/or any Lender accounts for such Loans or the Lenders account therefor in their respective other extensions of credit on its books and records. Notwithstanding Each of the foregoingBorrowers shall be liable for all amounts due to an Agent and/or any Lender from any of the Borrowers under this Agreement, regardless of which of them actually receives Loans or other extensions of credit hereunder or the amount of such Loans and extensions of credit received or the manner in which such Agent and/or such Lender accounts for such Loans or other extensions of credit on its books and records. The Obligations of each of the Borrowers under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) each the validity or enforceability, avoidance, or subordination of the Obligations of either Borrower or of any promissory note or other document evidencing all or any part of the Obligations of either of the Borrowers, (ii) the absence of any attempt to collect the Obligations from either Borrower's obligations and liabilities , or any 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 an Agent and/or any Lender with respect to proceeds any provision of Revolving Loans any instrument evidencing the Obligations of either Borrower, or any part thereof, or any other agreement executed as of the Closing Date or thereafter executed by either Borrower and delivered to an Agent and/or any Lender, (iv) the failure by an Agent and/or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of either Borrower, (v) an Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by either Borrower, as debtor in possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of an Agent’s and/or any Lender’s claim(s) for the repayment of the Obligations of either Borrower under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which it receives might constitute a legal or Letters equitable discharge or defense of Credit issued a guarantor or of either Borrower (in each case, other than the defense of repayment in full of the Obligations (other than any contingent obligations for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities which no claim has been made). With respect to any Obligations of either Borrower arising as a result of the their joint and several liability of the Borrowers hereunder with respect to proceeds any Loans or other extensions of Revolving Loans received by, credit made to one or Letters of Credit issued for the account of, any of the other Borrowershereunder, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens granted to the Agent under the Collateral Documents by, any each of the Borrowers waives, until the Obligations shall be impaired or released by have been paid in full (Aother than any contingent obligations for which no claim has been made) the failure and this Agreement shall have been terminated, any right to enforce any right of Agent subrogation or any Lenderremedy which an Agent and/or any Lender had as of the Closing Date or may have thereafter against one or the other, any successors or assigns thereof, endorser or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange guarantor of all or any part of the Obligations, and any property (including benefit of, and any right to participate in, any security or collateral given to an Agent and/or any Lender to secure payment of the Obligations or any other liability of the other Borrower to an Agent and/or any Lender. Upon any Event of Default, the Agents may proceed directly and at once, without limitation the Collateral) securing paymentnotice, performance and/or observance of against any of the Post-Petition Obligations or Borrowers to collect and recover the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent or any Lenderfull amount, or any portion of the Obligations, without first proceeding against one or the other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available toPerson, or a discharge of, such other Borrower, against any security or a guarantor collateral for the Obligations. Each of the Borrowers consents and agrees that the Agents shall be under no obligation to marshal any assets in favor of either Borrower or surety against or in payment of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other Borrower. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each Notwithstanding anything in this Agreement or any other Loan Documents to the contrary, each Borrower, jointly and severally, in consideration of the financial accommodations to be provided by the Administrative Agent and Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each Borrower without the preferences or distinction among them. The Borrowers shall be jointly liable for all amounts due to the Administrative Agent and severally liable hereunder and Lenders under each of the other Credit Documents with respect to all Post-Petition Obligationsthis Agreement, regardless of which of the Borrowers ▇▇▇▇▇▇▇▇ actually receives the proceeds of the Revolving Loans or Letters of Credit hereunder or the benefit amount of any other extensions of credit hereunder, such Loans received or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent or the Lenders account therefor in their respective any Lender accounts for such Loans, LC Exposure or other extensions of credit on its books and records. Notwithstanding The Obligations of the foregoing, (i) each Borrower's obligations and liabilities Borrowers with respect to proceeds Loans made to one of Revolving Loans which it receives or Letters of Credit issued for its accountthem, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities the Obligations arising as a result of the joint and several liability of one of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for made to the account of, any other of the other Borrowers, together with the related fees, costs and expensesBorrowers hereunder, shall be separate and distinct obligations, both of which are but all such other Obligations shall be primary obligations of all Borrowers. (b) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such Obligation. (c) The obligations of each Borrower under this Section 2.28 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower. Neither The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any of the Lenders. (d) The provisions of this Section 2.28 shall remain in effect until all of the Secured Obligations have been paid in full. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.28 hereof will forthwith be reinstated and in effect as though such payment had not been made. (e) Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under Applicable Law (whether federal, state or provincial and including, without limitation, the Bankruptcy Code of the United States). (f) With respect to the Obligations arising as a result of the joint and several liability ofof Borrowers hereunder with respect to Loans, nor the Liens granted Letters of Credit or other extensions of credit made to the Agent under other Borrowers hereunder, to the Collateral Documents bymaximum extent permitted by Applicable Law, each Borrower waives, until the Full Payment of all Obligations, any right to enforce any right of subrogation or any remedy which the Borrowers shall be impaired or released by (A) the failure of Administrative Agent or any Lender, any successors Lender now has or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy may hereafter have against the Funds Administrator, any Borrower, any Subsidiary of endorser or any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange guarantor of all or any part of the Obligations, and any property (including without limitation benefit of, and any right to participate in, any security or collateral given to the Collateral) securing payment, performance and/or observance of Administrative Agent or any of the Post-Petition Obligations or the compromise or extension or renewal for Lender. Any claim which any period (whether or not longer than the original period) of Borrower may have against any obligations of any nature of any Person other Borrower with respect to any such property; (D) any action or inaction on payments to the part of Administrative Agent or the Lenders hereunder or under any Lenderof the other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior Full Payment of all Obligations. Upon the occurrence of any Event of Default and for so long as the same is continuing, to the maximum extent permitted under Applicable Law, the Administrative Agent and the Lenders may proceed directly and at once, without notice (to the extent notice is waivable under Applicable Law), against (i) with respect to Secured Obligations of the Borrowers, either or all of them or (ii) with respect to Secured Obligations of any Borrower, to collect and recover the full amount, or any portion of the applicable Secured Obligations, without first proceeding against the other event Borrowers or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available toperson, or a discharge of, such other Borrower, against any security or a guarantor collateral for the Secured Obligations. Each Borrower consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of the Borrower(s) or surety against or in payment of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of . Subject to the Post-Petition Obligations) which would or mightforegoing, in the absence event that a Loan, Letter of this provisionCredit or other extension of credit is made to, operate or with respect to releasebusiness of, discharge one Borrower and any other Borrower makes any payments with respect to such Loan, LC Obligation or otherwise prejudicially affect extension of credit, the obligations of first Borrower shall promptly reimburse such or any other Borrower for all payments so made by such other Borrower. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each Notwithstanding anything in this Agreement or any other Loan Documents to the contrary, each Borrower, jointly and severally, in consideration of the financial accommodations to be provided by the Administrative Agent and Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. Borrowers shall be jointly liable for all amounts due to Administrative Agent and severally liable hereunder and Lenders under each of the other Credit Documents with respect to all Post-Petition Obligationsthis Agreement, regardless of which of the Borrowers Borrower actually receives the proceeds of the Revolving Loans or Letters of Credit hereunder or the benefit amount of any other extensions of credit hereunder, such Loans received or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent or the Lenders account therefor in their respective any Lender accounts for such Loans, Letter of Credit Exposure or other extensions of credit on its books and records. Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities The Obligations of Borrowers with respect to proceeds Loans made to one of Revolving Loans which it receives or Letters of Credit issued for its accountthem, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities the Obligations arising as a result of the joint and several liability of one of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for made to the account of, any other of the other Borrowers, together with the related fees, costs and expensesBorrowers hereunder, shall be separate and distinct obligations, both of which are but all such other Obligations shall be primary obligations of all Borrowers. (b) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such Obligation. (c) The obligations of each Borrower under this Section 2.24 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower. Neither The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any of the Lenders. (d) The provisions of this Section 2.24 hereof are made for the benefit of the Lenders and their successors and assigns, and subject to Article 8 hereof, may be enforced by them from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of Administrative Agent or any Lender first to marshal any of its claims or to exercise any of its rights against the other Borrowers or to exhaust any remedies available to it against the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.24 shall remain in effect until the Termination Date. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.24 hereof will forthwith be reinstated and in effect as though such payment had not been made. (e) Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal, state or provincial and including, without limitation, the Bankruptcy Code of the United States). (f) With respect to the Obligations arising as a result of the joint and several liability ofof Borrowers hereunder with respect to Loans, nor the Liens granted Letters of Credit or other extensions of credit made to the Agent under other Borrowers hereunder, to the Collateral Documents bymaximum extent permitted by applicable law, each Borrower waives, until the payment in full in Cash of all Obligations, any right to enforce any right of the Borrowers shall be impaired subrogation or released by (A) the failure of any remedy which Administrative Agent or any Lender, any successors Lender now has or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy may hereafter have against the Funds Administrator, any Borrower, any Subsidiary of endorser or any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange guarantor of all or any part of the Obligations, and any property (including without limitation the Collateral) securing paymentbenefit of, performance and/or observance of and any of the Post-Petition Obligations right to participate in, any security or the compromise collateral given to Administrative Agent or extension or renewal for any period (whether or not longer than the original period) of Lender. Any claim which any obligations of Borrower may have against any nature of any Person other Borrower with respect to any such property; (D) any action or inaction on the part of payments to Administrative Agent or Lenders hereunder or under any Lenderof the other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in Cash of all Obligations. Upon the occurrence of any Event of Default and for so long as the same is continuing, to the maximum extent permitted under applicable law, Administrative Agent and Lenders may proceed directly and at once, without notice (to the extent notice is waivable under applicable law), against (i) with respect to Obligations of Borrowers, either or all of them or (ii) with respect to Obligations of any Borrower, to collect and recover the full amount, or any portion of the applicable Obligations, without first proceeding against the other event Borrowers or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available toPerson, or a discharge of, such other Borrower, against any security or a guarantor collateral for the Obligations. Each Borrower consents and agrees that Administrative Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or surety against or in payment of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of . Subject to the Post-Petition Obligations) which would or mightforegoing, in the absence event that a Loan, Letter of this provisionCredit or other extension of credit is made to, operate or with respect to releasebusiness of, discharge one Borrower and any other Borrower makes any payments with respect to such Loan, Letter of Credit Obligation or otherwise prejudicially affect extension of credit, the obligations of first Borrower shall promptly reimburse such or any other Borrower for all payments so made by such other Borrower. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each Notwithstanding anything in this Agreement or any other Loan Documents to the contrary, each Borrower, jointly and severally, in consideration of the financial accommodations to be provided by Administrative Agent and Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. Borrowers shall be jointly liable for all amounts due to Administrative Agent and severally liable hereunder and Lenders under each of the other Credit Documents with respect to all Post-Petition Obligationsthis Agreement, regardless of which of the Borrowers Borrower actually receives the proceeds of the Revolving Loans or Letters of Credit hereunder or the benefit amount of any other extensions of credit hereunder, such Loans received or the manner in which the Funds Administrator, the Borrowers, the Agent or the Lenders account therefor in their respective any Lender accounts for such Loans, Letter of Credit Exposure or other extensions of credit on its books and records. Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities The Obligations of Borrowers with respect to proceeds Loans made to one of Revolving Loans which it receives or Letters of Credit issued for its accountthem, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities the Obligations arising as a result of the joint and several liability of one of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for made to the account of, any other of the other Borrowers, together with the related fees, costs and expensesBorrowers hereunder, shall be separate and distinct obligations, both of which are but all such other Obligations shall be primary obligations of all Borrowers. (b) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such Obligation. (c) The obligations of each Borrower under this Section 2.24 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower. Neither The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any of the Lenders. (d) The provisions of this Section 2.24 hereof are made for the benefit of the Lenders and their successors and assigns, and subject to Article 8 hereof, may be enforced by them from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of Administrative Agent or any Lender first to marshal any of its claims or to exercise any of its rights against the other Borrowers or to exhaust any remedies available to it against the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.24 shall remain in effect until the payment in full in cash of all Obligations. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.24 hereof will forthwith be reinstated and in effect as though such payment had not been made. (e) Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal, state or provincial and including, without limitation, the Bankruptcy Code of the United States). (f) With respect to the Obligations arising as a result of the joint and several liability ofof Borrowers hereunder with respect to Loans, nor the Liens granted Letters of Credit or other extensions of credit made to the Agent under other Borrowers hereunder, to the Collateral Documents bymaximum extent permitted by applicable law, each Borrower waives, until the payment in full in cash of all Obligations, any right to enforce any right of the Borrowers shall be impaired subrogation or released by (A) the failure of any remedy which Administrative Agent or any Lender, any successors Lender now has or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy may hereafter have against the Funds Administrator, any Borrower, any Subsidiary of endorser or any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange guarantor of all or any part of the Obligations, and any property (including without limitation the Collateral) securing paymentbenefit of, performance and/or observance of and any of the Post-Petition Obligations right to participate in, any security or the compromise collateral given to Administrative Agent or extension or renewal for any period (whether or not longer than the original period) of Lender. Any claim which any obligations of Borrower may have against any nature of any Person other Borrower with respect to any such property; (D) any action or inaction on the part of payments to Administrative Agent or Lenders hereunder or under any Lenderof the other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of all Obligations. Upon the occurrence of any Event of Default and for so long as the same is continuing, to the maximum extent permitted under applicable law, Administrative Agent and Lenders may proceed directly and at once, without notice (to the extent notice is waivable under applicable law), against (i) with respect to Obligations of Borrowers, either or all of them or (ii) with respect to Obligations of any Borrower, to collect and recover the full amount, or any portion of the applicable Obligations, without first proceeding against the other event Borrowers or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available toPerson, or a discharge of, such other Borrower, against any security or a guarantor collateral for the Obligations. Each Borrower consents and agrees that Administrative Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or surety against or in payment of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of . Subject to the Post-Petition Obligations) which would or mightforegoing, in the absence event that a Loan, Letter of this provisionCredit or other extension of credit is made to, operate or with respect to releasebusiness of, discharge one Borrower and any other Borrower makes any payments with respect to such Loan, Letter of Credit Obligation or otherwise prejudicially affect extension of credit, the obligations of first Borrower shall promptly reimburse such or any other Borrower for all payments so made by such other Borrower. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each US Borrower is accepting joint and several liability with respect to the Obligations hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other US Borrowers to accept joint and several liability for the Obligations. Each US Borrower hereby further irrevocably and unconditionally guaranties as and for its own debt, until final payment in full thereof has been made, (a) the payment of the Obligations, when and as the same shall become due and payable, whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration, or otherwise; it being the intent of each US Borrower that the guaranty set forth herein shall be jointly a guaranty of payment and severally liable hereunder not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by each Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in this Agreement and under each of the other Credit Documents Loan Documents. Each Foreign Borrower is accepting joint and several liability with respect to all Post-Petition Obligations, regardless of which the Obligations of the Foreign Borrowers actually receives hereunder and under the proceeds other Loan Documents in consideration of the Revolving Loans or financial accommodations to be provided by the benefit Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of any each Foreign Borrower and in consideration of the undertakings of the other extensions Foreign Borrowers to accept joint and several liability for the Foreign Obligations. The Obligations of credit the Foreign Borrowers under this Agreement, including all indemnities, reimbursement obligations and expense recovery obligations hereunder, or shall be limited to the manner in which Foreign Obligations. (b) Each US Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the Funds Administrator, the other US Borrowers, the Agent or the Lenders account therefor in their respective books and records. Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds the payment and performance of Revolving Loans which all of the Obligations (including, without limitation, any Obligations arising under this Section 2.15), it receives being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each US Borrower without preferences or distinction among them. Each Foreign Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Foreign Borrowers, with respect to the payment and performance of all of the Foreign Obligations (including, without limitation, any Foreign Obligations arising under this Section 2.15), it being the intention of the parties hereto that all the Foreign Obligations shall be the joint and several obligations of each Foreign Borrower without preferences or distinction among them. (c) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event each US Borrower agrees that it will make such payment with respect to, or perform, such Obligation. If and to the extent that any Foreign Borrower shall fail to make any payment with respect to any of the Foreign Obligations as and when due or to perform any of the Foreign Obligations in accordance with the terms thereof, then in each such event the other Foreign Borrowers will make such payment with respect to, or perform, such Foreign Obligation. (d) The Obligations of each Borrower under the provisions of this Section 2.15 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Advances or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for its accountany payment under this Agreement, notice of any action at any time taken or omitted by Agents or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by Applicable Law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and related feeswaives notice of, costs any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agents or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and expensesall other indulgences whatsoever by Agents or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with Applicable Laws or regulations thereunder, which might, but for the provisions of this Section 2.15 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.15, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.15 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Agent or Lender; it being understood that other Persons may also become liable for the Obligations in connection with mergers, consolidations or other corporate reorganizations. (f) Each Borrower represents and warrants to Agents and Lenders that such Borrower is currently informed of the financial condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Agents and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of Borrowers’ financial condition, the financial condition of guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. (g) The provisions of this Section 2.15 are made for the benefit of Agents, Lenders and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of any such Agent, Lender, successor or assign first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.15 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Agent or Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.15 will forthwith be reinstated in effect, as though such payment had not been made. (h) Until such time as all of the Obligations have been finally paid in full: (i) each Borrower hereby waives and postpones any right of subrogation such Borrower has or may have as against any other Borrower with respect to the Obligations; (ii) each Borrower hereby waives and postpones any right to proceed against any other Borrower's obligations , now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and liabilities arising as claims (irrespective of whether direct or indirect, liquidated or contingent), with respect to the Obligations; and (iii) each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower with respect to the Obligations. (i) Notwithstanding anything to the contrary set forth in this Agreement, it is the intent of the parties hereto that the liability incurred by each Borrower in respect of the Obligations of the other Borrowers (and any Lien granted by each Borrower to secure such Obligations), not constitute a result fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any Applicable Law of any state, province or other governmental unit (“Fraudulent Conveyance”). Consequently, each Borrower, each Agent and each Lender hereby agrees that if a court of competent jurisdiction determines that the incurrence of liability by any Borrower in respect of the Obligations of any other Borrower (or any Liens granted by such Borrower to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Loan Documents shall automatically be deemed to have been amended accordingly. (j) The Lenders shall not be entitled to request payment or performance from a German Borrower under the joint and several liability pursuant to this Section 2.15 if and to the extent that the joint and several liability of a German Borrower extends to Obligations of an affiliated company (verbundenes Unternehmen) within the Borrowers hereunder with respect meaning of Section 15 et seq. of the German Stock Corporation Act (Aktiengesetz) of such German Borrower (other than such German Borrower’s subsidiaries and their subsidiaries) and if and to proceeds the extent that such enforcement would lead to a situation in which such German Borrower’s assets (the calculation of Revolving Loans received bywhich shall take into account the captions reflected in Section 266 subsection (2) A, or Letters B and C of Credit issued the German Commercial Code (HGB, Handelsgesetzbuch)) less the sum of (A) the liabilities of such German Borrower (the calculation of which shall take into account the captions reflected in Section 266 sub-section (3) B, C and D of the German Commercial Code), and (B) the stated share capital (Stammkapital) of such German Borrower (the “Net Assets”) are less than zero; (i) for the account of, any purposes of the calculation of the Net Assets following balance sheet items shall be adjusted as follows: (A) the amount of any increase of the stated share capital after the date hereof (excluding any such increase of stated share capital permitted pursuant to any other Borrowersagreement to which the Loan Parties and such German Borrower are a party) (A) that has been effected without the prior written consent of the Lenders, together with (B) that has been effected out of retained earnings (Kapitalerhöhung aus Gesellschaftsmitteln) or to the related fees, costs and expensesextent that it is not fully paid up, shall be separate deducted from the stated share capital; and (B) loans and distinct obligationsother contractual liabilities incurred in grossly negligent (▇▇▇▇ fahrlässig) or wilful (vorsätzlich) violation of the provisions of the Loan Documents shall be disregarded; (ii) in addition, both such German Borrower shall realise, to the extent legally permitted and commercially justifiable, in a situation where such German Borrower’s Net Assets are or become as a consequence of which are primary obligations of such Borrower. Neither payment or performance under the joint and several liability ofless than zero any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets if the asset is not necessary for such German Borrower’s business (betriebsnotwendig); (iii) for the purpose of the calculation of the Net Assets and thus the enforceable amount, nor such German Borrower will deliver within thirty days following the Liens granted demand against such German Borrower under this Section 2.15 by the Lenders, to the Agent under the Collateral Documents by, any Lenders an up to date balance sheet drawn-up by a firm of auditors of international standard and repute together with a determination of the Borrowers Net Assets. Such balance sheet and determination of Net Assets shall be impaired or released by prepared in accordance with accounting principles pursuant to the German Commercial Code and be based on the same principles that were applied when establishing the previous year’s balance sheet; (Aiv) the failure determination by the auditors (as set forth above, the “Auditors’ Determination”) pertaining to such German Borrower shall be up to date and in any event such Auditors’ Determination shall have been prepared as of Agent or any Lender, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any a date no earlier than fifteen Business Days prior to the date of the Post-Petition Obligations enforcement of the security interest created under this Agreement; and (v) should such German Borrower fail to assert any claim or demand or to exercise or enforce any right, power or remedy against deliver such balance sheet and/or determination of the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other PersonNet Assets, the Collateral or otherwise; (B) any extension or renewal for any period (whether or Lenders shall be entitled to enforce the joint and several liability created under this Section 2.15 without limitation, but agree to release proceeds from such enforcement to the extent required to ensure that the Net Assets shall not longer be less than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent or any Lender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other Borrowerzero. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each of the Borrowers ---------------------------------------- shall be jointly and severally liable hereunder and under each of the other Credit Documents with respect to all Post-Petition Obligations, regardless of which of the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Agent Agent, the Lenders or any of the Issuing Lenders account therefor in their respective books and records. Notwithstanding In furtherance and not in limitation of the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for on its accountbehalf, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens granted to the Agent under the Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of Agent the Agent, any Lender or any Issuing Lender, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent the Agent, any Lender or any Issuing Lender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other Borrower. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Credit Loan Documents with respect to all Post-Petition Obligations, regardless of which of the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Agent or Administrative Agent, the Lenders or any of the Issuing Banks account therefor therefore in their respective books and records. Notwithstanding In furtherance and not in limitation of the foregoing, (i) each Borrower's ’s obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's ’s obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Neither Except as expressly provided in the Loan Documents, neither the joint and several liability of, nor the Liens granted to the Collateral Agent under the Collateral Security Documents by, any of the Borrowers shall be impaired or released by (A) the failure of the Administrative Agent, any Lender, the Collateral Agent or any LenderIssuing Bank, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent the Administrative Agent, the Collateral Agent, any Lender or any LenderIssuing Bank, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower. (b) Each Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, to the extent the joint obligations of a Borrower understands shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law) then the Obligations of each Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and acknowledges including, without limitation, the Bankruptcy Code). (c) To the extent that any Borrower shall make a payment under this Section 12.18 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, if taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability amount that such Borrower may would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s Allocable Amount (as defined below) (as determined immediately prior to seeksuch Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12.18 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. This Section 12.18(c) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.18(c) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Credit Agreement, including Section 12.18(a). Nothing contained in this Section 12.18(c) shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and Expenses with respect thereto for which such Borrower shall be primarily liable. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.18(c) shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments. (d) The liability of Borrowers under this Section 12.18 is in addition to and shall be cumulative with all liabilities of each Borrower to Agent and Lenders under this Credit Agreement and the other Loan Documents to which such Borrower is a party, without any limitation as to amount.

Joint and Several Liability of Borrowers. (a) With respect to any Loans incurred by any Borrower, each of the Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them under the Loan Documents. Each of the Borrowers shall be Borrowers, jointly and severally liable hereunder severally, hereby irrevocably and under unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with each of the other Credit Documents Borrower with respect to the payment and performance of all Post-Petition the obligations under the Loan Documents (the “Loan Document Obligations”), regardless of which it being the intention of the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Agent or the Lenders account therefor in their respective books and records. Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of parties hereto that such Loan Document Obligations are the joint and several liability obligations of each of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, without preferences or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, distinction among them. The foregoing shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens granted apply equally to the Agent under UK Borrower to the Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of Agent or any Lender, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person extent it becomes a Borrower in accordance with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent or any Lender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other BorrowerSection 2.20. (b) Each Notwithstanding anything to the contrary set forth in this clause or any other provisions of this Agreement, it is the intent of the parties hereto that the liability incurred by the US Borrower understands in respect of the Loan Document Obligations of each the other Borrower does not constitute a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”); consequently, each Borrower, each Agent and acknowledges thateach Lender hereby agrees that if a court of competent jurisdiction determines that the incurrence of liability by the US Borrower in respect of the Loan Document Obligations of any other Borrower would, if but for the Agent forecloses judicially or nonjudicially against any Collateral consisting application of real propertythis sentence, constitute a Fraudulent Conveyance, such foreclosure could impair liability shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Loan Documents shall automatically be deemed to have been amended accordingly, nunc pro tunc. (c) If and to the extent that the Swiss Borrower is liable under the Loan Documents, including, without limitation, under this Section 2.19 and under Section 10.4 (the “Indemnity”) or destroy under any ability other provision under any Loan Document for obligations of its Affiliates (other than its direct or indirect Subsidiaries) and that complying with such obligations would constitute a repayment of capital (Einlagerückgewähr) (including by way of a violation of the legally protected reserves (gesetzlich geschützte Reserven)) or the payment of a (constructive) dividend (Gewinnausschüttung) by the Swiss Borrower may have to seek(the “Restricted Obligations”), the following shall apply:

Joint and Several Liability of Borrowers. (a) Each of the Borrowers Borrower shall be jointly liable for all amounts due to the Lender under this Agreement and severally liable hereunder and under each of the other Credit Documents with respect to all Post-Petition ObligationsLoan Documents, regardless of which of the Borrowers Borrower actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, hereunder or the amount of such Loans received or the manner in which the Funds Administrator, the Borrowers, the Agent Lender accounts for such Loans or the Lenders account therefor in their respective other extensions of credit on its books and records. Notwithstanding the foregoing, (i) each Each Borrower's ’s obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for its accountmade to it, and related fees, costs and expenses, and (ii) each such Borrower's obligations and liabilities ’s Obligations arising as a result of the joint and several liability of the Borrowers such Borrower hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, made to any of the other Borrowers, together with the related fees, costs and expensesBorrower hereunder, shall be separate and distinct obligations, both of which are but all such obligations shall be primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens granted to the Agent under the Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of Agent or any Lender, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent or any Lender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other Borrower. (b) Each Borrower’s Obligations arising as a result of the joint and several liability of such Borrower understands hereunder with respect to Loans or other extensions of credit made to any of the other Borrowers hereunder, and acknowledges thatwith respect to all other Obligations of any of the other Borrowers hereunder (including any such Obligation of any other Borrower in respect of interest accruing after the commencement by or against such other Borrower of an Insolvency Proceeding, if irrespective of whether a claim for such accrued interest is allowed in such Insolvency Proceeding), shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations of any of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of any of the other Borrowers, (ii) any incapacity or change in the constitution of any party to any of the Loan Documents or any of Lender’s Liens; (iii) the absence of any attempt to collect any of the Obligations from any of the other Borrowers, any guarantor of any of such Obligations of any of the other Borrowers, or any other security therefor, or the absence of any other action to enforce the same, (iv) the waiver, consent, variation, extension, forbearance or granting of any indulgence by the Lender with respect to any provision of any instrument evidencing the Obligations of any of the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by any of the other Borrowers and delivered to the Lender, (v) the failure by the Lender to take any steps to perfect and maintain its Lien on, or to preserve its rights to, any security or collateral for any of the Obligations of any of the other Borrowers, (vi) the Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a Lien by any other Borrower as debtor-in-possession under Section 364 of the Bankruptcy Code, (viii) the disallowance of all or any portion of the Lender’s claim(s) for the repayment of the Obligations of any of the other Borrowers under Section 502 of the Bankruptcy Code, or (ix) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any of the other Borrowers, or which might prejudicially affect the rights or remedies of the Lender under the Loan Documents or otherwise conferred by law. With respect to any Borrower’s Obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans or other extensions of credit made to any of the other Borrowers hereunder or any other Obligations of any of the other Borrowers hereunder, such Borrower waives, until all Obligations of all Borrowers shall have been paid in full and this Agreement shall have been terminated, any benefit of, and any right to participate in, any security or collateral given to the Lender to secure payment of any of the Obligations of any of the other Borrowers or any other liability of any of the other Borrowers to the Agent forecloses judicially or nonjudicially and/or any Lender. (c) Without limiting the Lender’s rights against any Collateral consisting Borrower, upon the occurrence and continuation of real propertyany Event of Default, such foreclosure could impair the Lender may proceed directly and at once, without notice, against each Borrower to collect and recover the full amount, or destroy any ability portion, of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for any of the Obligations. Each Borrower consents and agrees that such the Lender shall be under no obligation to marshal any assets in favor of any Borrower may have to seekor against or in payment of any or all of the Obligations.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Credit Documents Financing Agreements with respect to all Post-Petition Obligations, regardless of which of the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds AdministratorAdministrative Borrower, the Borrowers, the Agent, Term Loan Agent or the Lenders account therefor in their respective books and records. Notwithstanding In furtherance and not in limitation of the foregoing, (i) each Borrower's ’s obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit Accommodations issued for its account, and related fees, costs and expenses, and (ii) each Borrower's ’s obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters Letter of Credit Accommodations issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens liens granted to the Agent under the Collateral Documents Financing Agreements by, any of the Borrowers shall be impaired or released by (A) the failure of Agent the Agent, Term Loan Agent, any Lender or any Lender, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, Loan Party or any Subsidiary of any BorrowerLoan Party, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Agent, Term Loan Agent or any Lender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, Borrower or a guarantor or surety of or for any or all Obligor of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower. The amount of any Borrower’s liability in respect of this Section 13.9 shall be subject to that certain Contribution, Incentive and Offset Agreement dated as of the Original Closing Date (as amended, supplemented or otherwise modified from time to time) among the Loan Parties and Obligors. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Credit Documents with respect to all Post-Petition Obligations, regardless of which of the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Agent or Agent, the Lenders or any of the Issuing Banks account therefor therefore in their respective books and records. Notwithstanding In furtherance and not in limitation of the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens granted to the Agent under the Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of Agent the Agent, any Lender or any LenderIssuing Bank, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent the Agent, any Lender or any LenderIssuing Bank, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower. (b) Each Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the joint obligations of a Borrower understands shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because 113 of Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law) then the Obligations of each Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and acknowledges including, without limitation, the federal Bankruptcy Code). (c) To the extent that any Borrower shall make a payment under this SECTION 11.21 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a "GUARANTOR PAYMENT") that, if taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability amount that such Borrower may would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower's "ALLOCABLE AMOUNT" (as defined below) (as determined immediately prior to seeksuch Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the "ALLOCABLE AMOUNT" of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this SECTION 11.21 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. This SECTION 11.21(c) is intended only to define the relative rights of Borrowers and nothing set forth in this SECTION 11.21(c) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Credit Agreement, including SECTION 11.21(a). Nothing contained in this SECTION 11.21(c) shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and Expenses with respect thereto for which such Borrower shall be primarily liable. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. The rights of the indemnifying Borrowers against other Credit Parties under this SECTION 11.21(c) shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments. (d) The liability of Borrowers under this SECTION 11.21 is in addition to and shall be cumulative with all liabilities of each Borrower to Agent and Lenders under this Credit Agreement and the other Credit Documents to which such Borrower is a party, without any limitation as to amount.

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Credit Documents Financing Agreements with respect to all Post-Petition Obligations, regardless of which of the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds AdministratorAdministrative Borrower, the Borrowers, the Agent or the Lenders account therefor in their respective books and records. Notwithstanding In furtherance and not in limitation of the foregoing, (i) each Borrower's ’s obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit Accommodations issued for its account, and related fees, costs and expenses, and (ii) each Borrower's ’s obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters Letter of Credit Accommodations issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens liens granted to the Agent under the Collateral Documents Financing Agreements by, any of the Borrowers shall be impaired or released by (A) the failure of Agent the Agent, any Lender or any Lender, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, Loan Party or any Subsidiary of any BorrowerLoan Party, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of the Agent or any Lender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, Borrower or a guarantor or surety of or for any or all Obligor of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower. The amount of any Borrower’s liability in respect of this Section 13.9 shall be subject to that certain Contribution, Incentive and Offset Agreement dated as of the Original Closing Date (as amended, supplemented or otherwise modified from time to time) among the Loan Parties and Obligors. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each Notwithstanding anything in this Agreement or any other Credit Document to the contrary, but in any event subject to the limitations and requirements set out in Section 3.13, each Borrower, jointly and severally, in consideration of the financial accommodations to be provided by the Administrative Agent and Lenders under this Agreement and the other Credit Documents, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrower to accept joint and several liability for the Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. Borrowers shall be jointly liable for all amounts due to the Administrative Agent and severally liable hereunder and Lenders under each of the other Credit Documents with respect to all Post-Petition Obligationsthis Agreement, regardless of which of the Borrowers ▇▇▇▇▇▇▇▇ actually receives the proceeds of the Revolving Loans hereunder or the benefit amount of any other extensions of credit hereunder, such Loans received or the manner in which the Funds Administrator, the Borrowers, the Administrative Agent or the Lenders account therefor in their respective any Lender accounts for such Loans or other extensions of credit on its books and records. Notwithstanding the foregoingAll Loans, (i) upon funding, shall be deemed to be jointly funded to and received by each Borrower's obligations and liabilities of Borrowers. The Obligations of Borrowers with respect to proceeds Loans made to one of Revolving Loans which it receives or Letters of Credit issued for its accountthem, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities the Obligations arising as a result of the joint and several liability of the one of Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of made to the other Borrowers, together with the related fees, costs and expensesBorrower hereunder, shall be separate and distinct obligations, both of which are but all such other Obligations shall be primary obligations of all Borrowers. (b) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligations. (c) The obligations of each Borrower under this Section 3.12 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower. (d) The provisions of this Section 3.12 hereof are made for the benefit of the Lenders and may be enforced from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of Administrative Agent first to marshal any of its claims or to exercise any of its rights against the other Borrower or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. Neither The provisions of this Section 3.12 shall remain in effect until a payment in full of the Obligations. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 3.12 hereof will forthwith be reinstated and in effect as though such payment had not been made. (e) Notwithstanding any provision to the contrary contained herein or in any of the other Credit Documents, to the extent the obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal, state or provincial and including the Bankruptcy Code of the United States). (f) With respect to the Obligations arising as a result of the joint and several liability ofof Borrowers hereunder with respect to Loans or other extensions of credit made to any other Borrower hereunder, nor the Liens granted to the Agent under maximum extent permitted by applicable law, each Borrower waives, until a payment in full of the Collateral Documents byObligations, any right to enforce any right of subrogation or any remedy which the Borrowers shall be impaired or released by (A) the failure of Administrative Agent or any Lender, any successors Lender now has or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy may hereafter have against the Funds Administrator, any Borrower, any Subsidiary of endorser or any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange guarantor of all or any part of the Obligations, and any property (including without limitation benefit of, and any right to participate in, any security or collateral given to the Collateral) securing payment, performance and/or observance of Administrative Agent or any of the Post-Petition Obligations or the compromise or extension or renewal for Lender. Any claim which any period (whether or not longer than the original period) of Borrower may have against any obligations of any nature of any Person other Borrower with respect to any such property; (D) any action or inaction on payments to the part of Administrative Agent or Lenders hereunder or under any Lenderof the other Credit Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior Maturity Date. Upon the occurrence of any Event of Default and for so long as the same is continuing, to the maximum extent permitted under applicable law, Administrative Agent may proceed directly and at once, without notice (to the extent notice is waivable under applicable law), against (i) with respect to Obligations of Borrowers, any or all of them or (ii) with respect to Obligations of any Borrower, to collect and recover the full amount, or any portion of the applicable Obligations, without first proceeding against the other event Borrower or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available toPerson, or a discharge of, such other Borrower, against any security or a guarantor collateral for the Obligations. Each Borrower consents and agrees that the Administrative Agent and Lenders shall be under no obligation to marshal any assets in favor of ▇▇▇▇▇▇▇▇(s) or surety against or in payment of or for any or all of the Post-Petition Obligations; and (E) . Each Borrower waives all other acts or omissions to act or delay of any kind by the Administrative Agent, any Lender or any other actperson or any other circumstance whatsoever that might, matter but for the provisions of this paragraph, constitute a legal or thing (equitable discharge of its obligations hereunder, and each Borrower waives all other than payment defense available to a guarantor or performance of surety, whether at law or in equity. Subject to the Post-Petition Obligations) which would or mightforegoing, in the absence event that a Loan or other extension of this provisioncredit is made to, operate or with respect to releasebusiness of, discharge one Borrower and any other Borrower makes any payments with respect to such Loan or otherwise prejudicially affect extension of credit, the obligations of first Borrower shall promptly reimburse such or any other Borrower for all payments so made by such other Borrower. (bg) Each of Borrowers waives any defense based on or arising out of any defense of the other Borrower, any guarantor or any other party other than payment in full of the Obligations (other than contingent indemnity obligations), including without limitation any defense based on or arising out of the disability of the other Borrower, any guarantor or any other party, or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower understands other than payment in full of the Obligations. Each of Borrowers waives all presentments, demands for performance, protests and acknowledges thatnotices, if including without limitation notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Agreement, and notices of the Agent forecloses judicially existence, creation or nonjudicially against any Collateral consisting incurring of real propertynew, such foreclosure could impair additional, restated or destroy any ability that such Borrower may have to seekcontinued Obligations.

Joint and Several Liability of Borrowers. (a) Each Notwithstanding anything in this Agreement or any other Financing Agreements to the contrary, each Borrower, jointly and severally, in consideration of the financial accommodations to be provided by Agent and Lenders under this Agreement and the other Financing Agreements, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. Borrowers shall be jointly liable for all amounts due to Agent and severally liable hereunder and Lenders under each of the other Credit Documents with respect to all Post-Petition Obligationsthis Agreement, regardless of which of the Borrowers Borrower actually receives the proceeds Revolving Loans, Swing Line Loans or Letter of Credit Obligations hereunder or the amount of such Revolving Loans or the benefit of any other extensions of credit hereunder, received or the manner in which the Funds Administrator, the Borrowers, the Agent or the Lenders account therefor in their respective any Lender accounts for such Revolving Loans, Swing Line Loans, Letter of Credit Obligations or other extensions of credit on its books and records. Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities The Obligations of Borrowers with respect to proceeds of Revolving Loans which it receives or Letters and Swing Line Loans made to one of Credit issued for its accountthem, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities the Obligations arising as a result of the joint and several liability of one of the Borrowers hereunder hereunder, with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for made to the account of, any other of the other Borrowers, together with the related fees, costs and expensesBorrowers hereunder, shall be separate and distinct obligations, both of which are but all such other Obligations shall be primary obligations of all Borrowers. (b) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such Borrower. Neither event, the other Borrowers will make such payment with respect to, or perform, such Obligation. (c) Except as otherwise expressly provided herein, to the extent permitted by law, each Borrower (in its capacity as a joint and several liability ofobligor in respect of the obligations of the other Borrower) hereby waives notice of acceptance of its joint and several liability, nor the Liens granted notice of occurrence of any Event of Default (except to the Agent extent notice is expressly required to be given pursuant to the terms of this Agreement), or of any demand for any payment under this Agreement or the Collateral Documents byother Financing Agreements, notice of any of the Borrowers shall be impaired action at any time taken or released omitted by (A) the failure of Agent or any Lender, any successors Lender under or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange in respect of any of the Post-Petition Obligations obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and the other Financing Agreements. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the release or compromise of any obligation of any nature of any Person with respect thereto; (C) time for the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance payment of any of the Post-Petition Obligations Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or any Lender at any time or times in respect of any default by the other Borrowers in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or any Lender in respect of any of the obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such obligations or the compromise addition, substitution or extension release, in whole or renewal for any period in part, of the other Borrowers. Without limiting the generality of the foregoing, each Borrower (whether or not longer than in its capacity as a joint and several obligor in respect of the original period) of any obligations of any nature of any Person with respect the other Borrower) assents to any such property; (D) any other action or inaction delay in acting or any failure to act on the part of Agent or any Lender, including, without limitation, any failure strictly or diligently to assert any other event right or condition to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this Section 2.5 hereof, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 2.5, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 2.5 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 2.5 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or a Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Borrowerchange whatsoever in the name, including membership, constitution or place of formation of any such action Borrower or inaction any of the Lenders. (d) The provisions of this Section 2.5 hereof are made for the benefit of the Lenders and their successors and assigns, and subject to Section 12.3 hereof, may be enforced by them from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of Agent or any Lender first to marshal any of its claims or to exercise any of its rights against the other event Borrowers or conditionto exhaust any remedies available to it against the other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.5 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied (other than indemnities and contingent Obligations which have not yet accrued). If at any time, which might otherwise constitute a defense available toany payment, or a discharge ofany part thereof, such other made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.5 hereof will forthwith be reinstated and in effect as though such payment had not been made. (e) Notwithstanding any provision to the contrary contained herein or in any of the other Financing Agreements, to the extent the obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code of the United States). (f) With respect to the Obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to Loans, Letter of Credit Obligations or other extensions of credit made to the other Borrowers hereunder, each of Borrowers waives, until the Obligations shall have been paid in full (other than indemnities and contingent Obligations which have not yet accrued) and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or any Lender now has or may hereafter have against any Borrower, any endorser or any guarantor of all or surety any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. Any claim which any Borrower may have against any other Borrower with respect to any payments to Agent or Lenders hereunder or under any of the other Financing Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations. Upon the occurrence of any Event of Default and for so long as the same is continuing, Agent and Lenders may proceed directly and at once, without notice (to the extent notice is waivable under applicable law), against (i) with respect to Obligations of Borrowers, either or both of them or (ii) with respect to Obligations of any Borrower, to collect and recover the full amount, or any portion of the applicable Obligations, without first proceeding against the other applicable Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or against or in payment of any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other Borrower. (b) Each Borrower understands and acknowledges that, if the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability that such Borrower may have to seek

Joint and Several Liability of Borrowers. (a) Each of the Borrowers shall be jointly and severally liable hereunder and under each of the other Credit Documents with respect to all Post-Petition Loans and all other Obligations, regardless of which of the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Agent Administrative Agent, the Lenders or the Lenders account therefor Issuing Bank accounts therefore in their respective books and records. Notwithstanding In furtherance and not in limitation of the foregoing, (i) each Borrower's ’s obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's ’s obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Neither the The joint and several liability of, nor the Liens granted to the Agent under the Collateral Documents by, any of each of the Borrowers shall not be impaired or released by (A) the failure of Agent the Administrative Agent, any Lender or any Lenderthe Issuing Bank, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any BorrowerSubsidiary, any other Person, the Collateral Person or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent the Administrative Agent, any Lender or any Lenderthe Issuing Bank, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than indefeasible payment in full or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower. (b) Each Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the joint obligations of a Borrower understands shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law) then the Obligations of each Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and acknowledges including, without limitation, the federal Bankruptcy Code). (c) To the extent that any Borrower shall make a payment under this Section 2.20 of all or any of the Obligations (other than Loans the proceeds of which were received by such Borrower) (a “Surety Payment”) that, if taking into account all other Surety Payments then previously or concurrently made by any other Borrower, exceeds the Agent forecloses judicially or nonjudicially against any Collateral consisting of real property, such foreclosure could impair or destroy any ability amount that such Borrower may would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Surety Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to seeksuch Surety Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Surety Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Surety Payment. As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 2.20 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. This Section 2.20(c) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 2.20(c) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 2.20(a). Nothing contained in this Section 2.20(c) shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, fees and expenses with respect thereto for which such Borrower shall be primarily liable. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. The rights of the indemnifying Borrowers against other Borrowers under this Section 2.20(c) shall be exercisable only upon the full and indefeasible payment of the Obligations and the termination of the Commitments. (d) The liability of Borrowers under this Section 2.20 is in addition to and shall be cumulative with all liabilities of each Borrower to the Administrative Agent and Lenders under this Agreement and the other Credit Documents to which such Borrower is a party, without any limitation as to amount.

Joint and Several Liability of Borrowers. (a) Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations. Each Borrower hereby further irrevocably and unconditionally guaranties as and for its own debt, until final payment in full thereof has been made, (a) the payment of the Obligations, when and as the same shall become due and payable, whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration, or otherwise; it being the intent of each Borrower that the guaranty set forth herein shall be jointly a guaranty of payment and severally liable hereunder not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by each Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in this Agreement and under each of the other Credit Documents with respect to all Post-Petition Obligations, regardless of which of the Borrowers actually receives the proceeds of the Revolving Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Funds Administrator, the Borrowers, the Agent or the Lenders account therefor in their respective books and records. Notwithstanding the foregoing, (i) each Borrower's obligations and liabilities with respect to proceeds of Revolving Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower's obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Revolving Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Neither the joint and several liability of, nor the Liens granted to the Agent under the Collateral Documents by, any of the Borrowers shall be impaired or released by (A) the failure of Agent or any Lender, any successors or assigns thereof, or any holder of any post-Petition Revolving Note or any of the Post-Petition Obligations to assert any claim or demand or to exercise or enforce any right, power or remedy against the Funds Administrator, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Post-Petition Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Post-Petition Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property; (D) any action or inaction on the part of Agent or any Lender, or any other event or condition with respect to any other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such other Borrower, or a guarantor or surety of or for any or all of the Post-Petition Obligations; and (E) any other act, matter or thing (other than payment or performance of the Post-Petition Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such or any other BorrowerLoan Documents. (b) Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including any Obligations arising under this SECTION 2.12), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower understands without preferences or distinction among them. (c) If and acknowledges to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. (d) The Obligations of each Borrower under the provisions of this SECTION 2.12 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of the Term Loan or any other advance or extension of credit made under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this SECTION 2.12 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this SECTION 2.12, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this SECTION 2.12 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this SECTION 2.12 shall not be diminished or rendered unenforceable by any unenforceability of this Agreement or any other Loan Document against one or more of the other Borrowers or any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Agent or Lender. (f) Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of Borrowers' financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. (g) Each Borrower waives all rights and defenses arising out of an election of remedies by Agent forecloses judicially or nonjudicially against any Collateral consisting Lender, even though that election of real propertyremedies, such as a nonjudicial foreclosure could impair with respect to security for a guaranteed obligation, has destroyed Agent's or destroy any ability such Lender's rights of subrogation and reimbursement against such Borrower by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise: (h) Each Borrower waives all rights and defenses that such Borrower may have because the Obligations are secured by Real Property. This means, among other things: (i) Agent and Lenders may collect from such Borrower without first foreclosing on any Real or Personal Property Collateral pledged by Borrowers. (ii) If Agent or any Lender forecloses on any Real Property Collateral pledged by Borrowers: (A) The amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and Lenders may collect from such Borrower even if Agent or Lenders, by foreclosing on the Real Property Collateral, has destroyed any right such Borrower may have to seekcollect from the other Borrowers. This is an unconditional and irrevocable waiver of any rights and defenses such Borrower may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. (i) The provisions of this SECTION 2.12 are made for the benefit of Agent, Lenders and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Agent, Lender, successor or assign first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this SECTION 2.12 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this SECTION 2.12 will forthwith be reinstated in effect, as though such payment had not been made. (j) Until the Obligations have been paid in full, each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Agent or Lenders with respect to any of the Obligations or any collateral security therefor. Any claim which any Borrower may have against any other Borrower with respect to any payments to any Agent or Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor. (k) Each Borrower hereby agrees that, after the occurrence and during the continuance of any Default or Event of Default, the payment of any amounts due with respect to the indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment in full in cash of the Obligations. Each Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any o▇▇▇r Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Agent, and such Borrower shall deliver any such amounts to Agent for application to the Obligations in accordance with SECTION 2.3(B).