Common use of Borrower Liability Clause in Contracts

Borrower Liability. Each Borrower may, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ actually receives said credit extension, as if each Borrower hereunder directly received all credit extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the each other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 9.8 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.109.8, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions made Secured Obligations hereunder, regardless of which B▇▇▇▇▇▇▇ actually receives said credit extension, as if each . Borrower hereunder directly received all credit extensions. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Secured Obligations, for any payment made by Borrower with respect to the Secured Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Secured Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent Lenders, for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower mayIf any Person is joined to this Agreement as a Borrower, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions hereunder. following provisions shall apply: Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Loans made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionLoan, as if each Borrower hereunder directly received all credit extensionsLoans. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Trustee to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Trustee may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Trustee under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by such Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent Trustee, for the ratable benefit of Lenders, for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the each other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 9.8 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.109.8, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions made hereunder, regardless of which B▇▇▇▇▇▇▇▇ actually receives said credit extension, as if each Borrower hereunder directly received all credit extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower mayIf any Person is joined to this Agreement as a Borrower, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions hereunder. following provisions shall apply: Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Loans made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionLoan, as if each Borrower hereunder directly received all credit extensionsLoans. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Trustee to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Trustee may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Trustee under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by such Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by a Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent Trustee, for the ratable benefit of Lenders, for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, so long as any Obligation remains outstanding, each Borrower irrevocably waives subordinates in priority and payment to the indefeasible repayment in full in cash of the Obligations all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the each other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly liable for the Credit Extensions and severally obligated to repay all credit extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ actually receives said credit extension, Obligations as if each Borrower hereunder directly received all credit extensionsset forth on Schedule I hereto. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable lawApplicable Law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 8.8 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.108.8, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsAdvances. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsAdvances. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each If there is more than one entity comprising Borrower, then (a) any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each , (b) each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each , (c) each Borrower hereunder shall be jointly and severally obligated to pay and perform all obligations under the Financing Documents, including, but not limited to, the obligation to repay all credit extensions Credit Extensions made hereunderhereunder and all other Obligations, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extensions, as if each Borrower hereunder directly received all credit extensions. Each Credit Extensions, and (d) each Borrower waives waives (ai) any suretyship defenses available to it under the Code or any other applicable law, and (bii) any right to require Collateral the Lenders or Agent or any Lender to: (iA) proceed against any Borrower or any other person; (iiB) proceed against or exhaust any security; or (iiiC) pursue any other remedy. Collateral The Lenders or Agent and/or any Lender may exercise or not exercise any right or remedy it has they have against any Borrower Credit Party or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrowerother Credit Party’s liabilityliability or any Lien against any other Credit Party’s assets. Notwithstanding any other provision of this Agreement or other related document, until payment in full of the Obligations and termination of the Applicable Commitments, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders and Agent under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other BorrowerCredit Party, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower any Credit Party with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower a Credit Party with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 13.15 shall be null and void. If any payment is made to a Borrower Credit Party in contravention of this Section 12.1013.15, such Borrower Credit Party shall hold such payment in trust for Collateral Agent and the Lenders and Agent and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial non‑judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial non‑judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Singapore Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsSingapore Advances. Each US Borrower hereunder shall be jointly and severally obligated to repay all Advances made hereunder, regardless of which Borrower actually receives said Advance, as if each US Borrower hereunder directly received all Advances. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating such Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by such Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by such Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 9.9 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.109.9, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, in no event shall Singapore Borrower be deemed to be a guarantor of, surety in respect of, or otherwise, directly or indirectly, liable for the payment of any Obligations of the US Borrowers.

Borrower Liability. Each If any Person is named as, or joined to this Agreement as, a Borrower, the following provisions shall apply: any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other others as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, law and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, including any law subrogating such Borrower to the rights of Collateral Agent and the Lenders Lender under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by such Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by such Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 13.4 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.1013.4, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Lender and such payment shall be promptly delivered to Collateral Agent Lender for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsAdvances. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, though referencing CA Civil Code sections may be duplicative, for Agreements governed by CA law, add the following - including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions Loans hereunder. Each Borrower hereby appoints the each other Borrower as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Loans hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Loans made hereunder, regardless of which B▇▇▇▇▇▇▇▇ actually receives said credit extensionLoans, as if each Borrower hereunder directly received all credit extensionsLoans. Each Borrower waives waives (a) any suretyship defenses available to it under the Code UCC or any other applicable law, and (b) any right to require Collateral Administrative Agent or any Lender to: (i) proceed against any Borrower or any other personPerson; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Administrative Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Credit Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, including any law subrogating such Borrower to the rights of Collateral Administrative Agent and the Lenders and/or any Lender under this Credit Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by such Borrower with respect to the Obligations in connection with this Credit Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by such Borrower with respect to the Obligations in connection with this Credit Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 11.19 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Administrative Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent Administrative Agent, for the benefit of the Secured Parties, for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the each other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 9.8 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.109.8, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsAdvances. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. (a) Each Borrower mayis accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lenders under this Agreement, acting singlyfor the mutual benefit, request credit extensions hereunderdirectly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations. (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 12.4), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each 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 the other Borrowers will make such payment with respect to, or perform, such Obligations. (d) The Obligations of each Borrower under the provisions of this Section 12.4 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 Loans made 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 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 appoints assents to, and waives notice of, any extension or postponement of the other as agent 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 all purposes hereunderany of the Obligations or the addition, including 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 Agent or Lender with respect to requesting credit extensions hereunderthe 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 12.4 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 12.4, 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 12.4 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 12.4 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower, Agent or any Lender. (f) Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of the 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 hereunder shall be jointly further represents and severally obligated warrants to repay all credit extensions made hereunder, regardless Agent and Lenders that such Borrower has read and understands the terms and conditions of which B▇▇▇▇▇▇▇ actually receives said credit extension, as if each Borrower hereunder directly received all credit extensionsthe Loan Documents. Each Borrower waiveshereby covenants that such Borrower will continue to keep informed of the 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. (ag) Each Borrower waives all rights and defenses (i) arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Borrower’s rights of subrogation and reimbursement against any applicable Loan Party, and (ii) relating to any suretyship defenses available to it under the Uniform Commercial Code or any other applicable law,. (h) Each Borrower waives all rights and defenses that such Borrower may have because the Obligations are secured by real property at any time. This means, and (b) any right to require Collateral Agent or any Lender to: among other things: (i) proceed Agent and Lenders may collect from such Borrower without first foreclosing on any real or personal property Collateral pledged by the Borrowers. (j) The provisions of this Section 12.4 are made for the benefit of Agent, the Lenders, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all the Borrowers as often as occasion therefor may arise and without requirement on the part of Agent, any Lender, any successor or any 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 person; (ii) proceed against source or exhaust means of obtaining payment of any security; of the Obligations hereunder or (iii) pursue to elect any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision The provisions of this Agreement Section 12.4 shall remain in effect until all of the Obligations shall have been paid in full or other related document, each Borrower irrevocably waives all rights that it may have otherwise fully satisfied. If at law or in equity (including, without limitationany time, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrowerpayment, or any other Person now or hereafter primarily or secondarily liable for part thereof, made in respect of any of the Obligations, for 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 12.4 will forthwith be reinstated in effect, as though such payment made by had not been made. (k) 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 in connection with this Agreement or otherwise and any collateral security therefor until such time as all rights that it might have to benefit from, or to participate in, any security for of the Obligations as a result of have been paid in full in cash. Any claim which any payment made by Borrower may have against any other Borrower with respect to any payments to Agent or Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full 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. Notwithstanding anything to the contrary contained in this Section 12.4, no Borrower shall exercise any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and shall not proceed or seek recourse against or with respect to any property or asset of, any other Borrower (the “Foreclosed Borrower”), including after payment in full of the Obligations, if all or any portion of the Obligations have been satisfied in connection with this Agreement an exercise of remedies in respect of the Equity Interests of such Foreclosed Borrower whether pursuant to the Security Documents or otherwise. Any agreement providing for indemnification. (l) Each Borrower hereby agrees that, reimbursement 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 arrangement prohibited under this Section 12.10 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, for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall be null and voidhave been paid in full in cash. If any payment is made to a Borrower in contravention of this Section 12.10If, notwithstanding the foregoing sentence, such Borrower shall hold collect, enforce or receive any amounts in respect of such payment in trust indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Collateral Agent and the Lenders Agent, and such payment Borrower shall be promptly delivered deliver any such amounts to Collateral Agent for application to the ObligationsObligations in accordance with the terms of this Agreement. (m) Subject to the foregoing, whether matured to the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations made to another Borrower hereunder or unmaturedother Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each other Borrower in an amount, for each of such other Borrower, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Borrower Liability. Each If there is more than one entity comprising Borrower, then (a) any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each , (b) each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each , (c) each Borrower hereunder shall be jointly and severally obligated to pay and perform all obligations under the Financing Documents, including, but not limited to, the obligation to repay all credit extensions Credit Extensions made hereunderhereunder and all other Obligations, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extensions, as if each Borrower hereunder directly received all credit extensions. Each Credit Extensions, and (d) each Borrower waives waives (a1) any suretyship defenses available to it under the Code or any other applicable law, and (b2) any right to require Collateral the Lenders or Agent or any Lender to: (iA) proceed against any Borrower or any other person; (iiB) proceed against or exhaust any security; or (iiiC) pursue any other remedy. Collateral The Lenders or Agent and/or any Lender may exercise or not exercise any right or remedy it has they have against any Borrower Credit Party or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrowerother Credit Party’s liabilityliability or any Lien against any other Credit Party’s assets. Notwithstanding any other provision of this Agreement or other related document, until the indefeasible payment in cash in full of the Obligations (other than inchoate indemnity obligations for which no claim has yet been made) and termination of the Applicable Commitments, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders and Agent under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other BorrowerCredit Party, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower any Credit Party with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower a Credit Party with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower Credit Party in contravention of this Section 12.10Section, such Borrower Credit Party shall hold such payment in trust for Collateral Agent and the Lenders and Agent and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the each other Borrower as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, until all Obligations (other than inchoate indemnity obligations) have been paid in full, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Loans made hereunder, regardless of which B▇▇▇▇▇▇▇ actually receives said credit extensionLoan, as if each Borrower hereunder directly received all credit extensionsLoans. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral JGB Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral JGB Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral JGB Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by such Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by such Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent JGB Agent, for the ratable benefit of Lenders, for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsAdvances. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Lender under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Secured Obligations, for any payment made by Borrower with respect to the Secured Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Secured Obligations as a result of any payment made by Borrower with respect to the Secured Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Lender and such payment shall be promptly delivered to Collateral Agent Lender for application to the Secured Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise, until all Obligations (other than inchoate indemnity obligations) have been paid in full, the Lenders’ obligations to make Credit Extensions are terminated and the Loan Documents are terminated. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured. 7. Section 13.1 of the Loan Agreement is hereby amended by adding the following definitions thereto in alphabetical order:

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liabilityAdvances. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, until the Obligations have been indefeasibly paid in full in cash and all obligations of the Collateral Agent and/or Lenders to make loans or otherwise extend credit to the Company have terminated, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the each other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly liable for the Credit Extensions and severally obligated to repay all credit extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ actually receives said credit extension, Obligations as if each Borrower hereunder directly received all credit extensionsset forth on Schedule I hereto. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable lawApplicable Law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 8.8 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.108.8, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionadvance, as if each Borrower hereunder directly received all credit extensionsadvances. Each Borrower waives waives (a) any suretyship defenses available to it under the Code code or any other applicable law, including, without limitation, the benefit of California Civil Code section 2815 permitting revocation as to future transactions and the benefit of California Civil Code sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreementagreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person person now or hereafter primarily or secondarily liable for any of the Obligationsobligations, for any payment made by Borrower with respect to the Obligations obligations in connection with this Agreement agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations obligations as a result of any payment made by Borrower with respect to the Obligations obligations in connection with this Agreement agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 section shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligationsobligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the each other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured. 3.3 Section 13 (Definitions). The following terms and their respective definitions are added to Section 13.1, in appropriate alphabetical order, as follows:

Borrower Liability. Each Borrower mayIf any Person is joined to this Agreement as a Borrower, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions hereunder. following provisions shall apply: Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Loans made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionLoan, as if each Borrower hereunder directly received all credit extensionsLoans. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by such Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent Agent, for the ratable benefit of Lenders, for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each If there is more than one (1) entity comprising Borrower, then (a) any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each , (b) each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each , (c) each Borrower hereunder shall be jointly and severally obligated to pay and perform all obligations under the Financing Documents, including, but not limited to, the obligation to repay all credit extensions Credit Extensions made hereunderhereunder and all other Obligations, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extensions, as if each Borrower hereunder directly received all credit extensions. Each Credit Extensions, and (d) each Borrower waives waives (a1) any suretyship defenses available to it under the Code or any other applicable law, and (b2) any right to require Collateral the Lenders or Agent or any Lender to: (iA) proceed against any Borrower or any other person; (iiB) proceed against or exhaust any security; or (iiiC) pursue any other remedy. Collateral The Lenders or Agent and/or any Lender may exercise or not exercise any right or remedy it has they have against any Borrower Credit Party or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrowerother Credit Party’s liabilityliability or any Lien against any other Credit Party’s assets. Notwithstanding any other provision of this Agreement or other related document, until the indefeasible payment in cash in full of the Obligations (other than inchoate indemnity obligations for which no claim has yet been made) and termination of the Applicable Commitments, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders and Agent under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other BorrowerCredit Party, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower any Credit Party with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower a Credit Party with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower Credit Party in contravention of this Section 12.10Section, such Borrower Credit Party shall hold such payment in trust for Collateral Agent and the Lenders and Agent and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any other Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Term Loans hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Term Loans hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Term Loans made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionTerm Loan, as if each Borrower hereunder directly received all credit extensionsTerm Loans. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial nonjudicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, until the Obligations (other than inchoate indemnity obligations) have been indefeasibly satisfied in full, in cash, and Lenders no longer have a commitment to make Credit Extensions hereunder, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial non‑judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower mayIf any Person is joined to this Agreement as a Borrower, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions hereunder. following provisions shall apply: Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Loans made hereunder, regardless of which B▇▇▇▇▇▇▇▇ actually receives said credit extensionLoan, as if each Borrower hereunder directly received all credit extensionsLoans. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Trustee to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Trustee may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Trustee under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by such Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by a Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent Trustee, for the ratable benefit of Lenders, for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be obligated, jointly and severally obligated severally, to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsAdvances. Each Borrower waives (a) waives any suretyship defenses available to it under the Code or any other applicable law, and (b) . Each Borrower waives any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the each other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender the Lenders to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender and the Lenders may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and or the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise, until the payment in full of the Obligations (other than inchoate indemnity or other obligations which, by their terms, survive termination of the Loan Agreement and the termination of the Loan Documents). Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 9.9 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.109.9, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.” 4 The Loan Agreement shall be amended by inserting the following new definitions, appearing alphabetically in Section 14.1 thereof: “ “▇▇▇▇▇” is ▇▇▇▇▇, Inc., a Delaware corporation.” “ “Interactive” is ▇▇▇▇▇ Interactive Labs, Inc., a Delaware corporation.” 5 The Loan Agreement shall be amended by deleting the following definitions, appearing in Section 14.1 thereof:

Borrower Liability. Each Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other others as agent for the other others for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liabilityAdvances. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured. (a) proceed against any Borrower or any other person; (b) proceed against or exhaust any security; or (c) pursue any other remedy. Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsAdvances. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) waives any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsAdvances. Each Borrower waives (a) waives any suretyship defenses available to it under the Code or any other applicable law, and (b) . Each Borrower waives any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable lawlaw (other than the defense of payment or performance of the obligations), including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial non‑judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, until the Obligations have been indefeasibly paid in full and at such time as each Lender’s obligation to make Credit Extensions has terminated, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.”

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other itself for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extensions, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 9.6 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.109.6, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liabilityAdvances. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 Article shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the each other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 9.8 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.109.8, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured. Each Borrower is entering into this Agreement, and making all representations and warranties hereunder, on a joint and several basis, and all covenants, agreements and undertakings herein expressed or implied on the part of each Borrower shall be deemed to be joint and several.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions the Loan hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions the Loan hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions the Loan made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionLoan, as if each Borrower hereunder directly received all credit extensionsthe Loan. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender the Lenders to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender and the Lenders may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, so long as any Obligation remains outstanding, each Borrower irrevocably waives subordinates in priority and payment to the indefeasible repayment in full in cash of the Obligations all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Lenders and Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 11.01 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.1011.01, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent and Lenders for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the each other Borrower as agent for the other such Borrower for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extensions, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-non judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.” 3.11 Section 13.1 (Definitions). The following terms and their respective definitions hereby are added or amended and restated in their entirety, as applicable, to Section 13.1 of the Loan Agreement as follows:

Borrower Liability. (1) Each Borrower mayis accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lenders under this Agreement, acting singlyfor the mutual benefit, request credit extensions hereunderdirectly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations. (2) 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 12.4), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. (3) 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 Obligations. (4) The Obligations of each Borrower under the provisions of this Section 12.4 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. (5) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loans made 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 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 appoints assents to, and waives notice of, any extension or postponement of the other as agent 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 all purposes hereunderany of the Obligations or the addition, including 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 Agent or Lender with respect to requesting credit extensions hereunderthe 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 12.4 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 12.4, 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 12.4 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 12.4 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower, Agent or any Lender. (6) Each Borrower hereunder shall be jointly represents and severally obligated warrants to repay all credit extensions made hereunder, regardless of which BAgent and Lenders that such ▇▇▇▇▇▇▇▇ actually receives said credit extension, as if each Borrower hereunder directly received is currently informed of the financial condition of the Borrowers and of all credit extensionsother circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower waivesfurther 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 the 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. (a7) Each Borrower waives all rights and defenses (i) arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such ▇▇▇▇▇▇▇▇’s rights of subrogation and reimbursement against any applicable Loan Party, and (ii) relating to any suretyship defenses available to it under the Uniform Commercial Code or any other applicable law,. (8) Each Borrower waives all rights and defenses that such Borrower may have because the Obligations are secured by real property at any time. This means, among other things: (9) Agent and Lenders may collect from such Borrower without first foreclosing on any real or personal property Collateral pledged by the Borrowers. (10) The provisions of this Section 12.4 are made for the benefit of Agent, the Lenders, and (b) their respective successors and assigns, and may be enforced by it or them from time to time against any right to require Collateral Agent or all the Borrowers as often as occasion therefor may arise and without requirement on the part of Agent, any Lender, any successor or any Lender to: (i) proceed 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 person; (ii) proceed against source or exhaust means of obtaining payment of any security; of the Obligations hereunder or (iii) pursue to elect any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision The provisions of this Agreement Section 12.4 shall remain in effect until all of the Obligations shall have been paid in full or other related document, each Borrower irrevocably waives all rights that it may have otherwise fully satisfied. If at law or in equity (including, without limitationany time, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrowerpayment, or any other Person now or hereafter primarily or secondarily liable for part thereof, made in respect of any of the Obligations, for 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 12.4 will forthwith be reinstated in effect, as though such payment made by had not been made. (11) 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 in connection with this Agreement or otherwise and any collateral security therefor until such time as all rights that it might have to benefit from, or to participate in, any security for of the Obligations as a result of have been paid in full in cash. Any claim which any payment made by Borrower may have against any other Borrower with respect to any payments to Agent or Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full 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. Notwithstanding anything to the contrary contained in this Section 12.4, no Borrower shall exercise any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and shall not proceed or seek recourse against or with respect to any property or asset of, any other Borrower (the “Foreclosed Borrower”), including after payment in full of the Obligations, if all or any portion of the Obligations have been satisfied in connection with this Agreement an exercise of remedies in respect of the Equity Interests of such Foreclosed Borrower whether pursuant to the Security Documents or otherwise. Any agreement providing for indemnification. (12) Each Borrower hereby agrees that, reimbursement 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 arrangement prohibited under this Section 12.10 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, for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall be null and voidhave been paid in full in cash. If any payment is made to a Borrower in contravention of this Section 12.10If, notwithstanding the foregoing sentence, such Borrower shall hold collect, enforce or receive any amounts in respect of such payment in trust indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Collateral Agent and the Lenders Agent, and such payment Borrower shall be promptly delivered deliver any such amounts to Collateral Agent for application to the ObligationsObligations in accordance with the terms of this Agreement. (13) Subject to the foregoing, whether matured to the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations made to another Borrower hereunder or unmaturedother Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each other Borrower in an amount, for each of such other Borrower, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Borrower Liability. Each To the extent that there is more than one Borrower, any Borrower may, acting singly, request credit extensions Term Loans hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Term Loans hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Term Loans made hereunderhereunder and all other Obligations, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionTerm Loans, as if each Borrower hereunder directly received all credit extensionsTerm Loans. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral the Lenders or Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral The Lenders or Agent and/or any Lender may exercise or not exercise any right or remedy it has they have against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders and Agent under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and Agent and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each If more than one (1) Borrower is party to this Agreement then the following Section 9.8 shall apply. Either Borrower may, acting singly, request credit extensions Term Loans hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Term Loans hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Term Loans made hereunderhereunder and all other Obligations, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionTerm Loans, as if each Borrower hereunder directly received all credit extensionsTerm Loans. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable lawLaw, and (b) any right to require Collateral the Lenders or Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral The Lenders or Agent and/or any Lender may exercise or not exercise any right or remedy it has they have against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law Law or in equity (including, without limitation, any law Law subrogating Borrower to the rights of Collateral Agent and the Lenders and Agent under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and Agent and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsAdvances. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwiseotherwise until all obligations have been paid in full. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other as agent for the other itself for all purposes hereunder, including with respect to requesting credit extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all Obligations, including, without limitation, all credit extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionextensions, as if each Borrower hereunder directly received all credit extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code UCC or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other personPerson; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Lender under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Lender and such payment shall be promptly delivered to Collateral Agent Lender for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the each other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Lender under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 9.7 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.109.7, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Lender and such payment shall be promptly delivered to Collateral Agent Lender for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other itself for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extensions, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 9.8 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.109.8, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other Parent as agent for the other Borrower for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise, in each case until indefeasible payment in full of the Obligations (other than inchoate indemnity obligations). Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions Loans hereunder. Each Borrower hereby appoints the each other Borrower as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Loans hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Loans made hereunder, regardless of which B▇Bo▇▇▇▇▇▇ actually ▇ctually receives said credit extensionLoans, as if each Borrower hereunder directly received all credit extensionsLoans. Each Borrower waives waives (a) any suretyship defenses available to it under the Code UCC or any other applicable law, and (b) any right to require Collateral Administrative Agent or any Lender to: (i) proceed against any Borrower or any other personPerson; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Administrative Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Credit Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating such Borrower to the rights of Collateral Administrative Agent and the Lenders and/or any Lender under this Credit Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by such Borrower with respect to the Obligations in connection with this Credit Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by such Borrower with respect to the Obligations in connection with this Credit Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 11.19 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Administrative Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent Administrative Agent, for the benefit of the Lenders, for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions made hereunder, regardless of which B▇▇▇▇▇▇▇▇ actually receives said credit extension, as if each Borrower hereunder directly received all credit extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, until the Obligations (other than inchoate indemnity obligations) are paid in full, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) waives any suretyship defenses available to it under the Code or any other applicable law, and (b) . Each Borrower waives any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or any other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.1012.12, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each As detailed in Section 1, each Borrower may, acting singly, request credit extensions hereunder. Each has appointed EnerNOC as Agent for each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) waives any suretyship defenses available to it under the Code or any other applicable law, and (b) . Each Borrower waives any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, until the Obligations (other than inchoate indemnification obligations) have been paid in full and this Agreement has been terminated, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the each other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.” • Section 13 (Definitions). The following term and its definition set forth in Section 13.1 is amended in its entirety and replaced with the following: “ “Borrower” means, individually and collectively, jointly and severally Health Catalyst and Medicity.” • Exhibit B (Compliance Certificate). The Compliance Certificate is amended in its entirety and replaced with the Compliance Certificate in the form attached hereto as Schedule 1. • Exhibit C (Loan Payment/Advance Request Form). The Loan Payment/Advance Request Form is amended in its entirety and replaced with the Loan Payment/Advance Request Form attached hereto as Schedule 2. • Limitation of Amendments. • The amendments set forth in Section 7 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document. • This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liabilityALL Advances. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions E Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionany Credit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses defences available to it under the Code or any other applicable law, law and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose or realise its security by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 Clause shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Clause, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.” • Section 13 (Definitions). The following term and its definition set forth in Section 13.1 is amended in its entirety and replaced with the following: “ “Borrower” means, individually and collectively, jointly and severally Health Catalyst and Medicity.”

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, until the Obligations have been indefeasibly paid in full in cash and all obligations of the Collateral Agent and/or Lenders to make loans or otherwise extend credit to Borrower have terminated, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liabilityAdvances. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured. (a) proceed against any Borrower or any other person; (b) proceed against or exhaust any security; or (c) pursue any other remedy. Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability.

Borrower Liability. Each Borrower may, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions the purchase of Notes hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions made Notes purchased hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives proceeds of said credit extensionNotes, as if each Borrower hereunder directly received proceeds of all credit extensionsNotes. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Purchaser to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender and each Purchaser may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any other Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders each Purchaser under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and (for the Lenders benefit of the Purchasers) and such payment shall be promptly delivered to Collateral Agent Purchasers for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives waives, until the repayment in full, in cash, of the Obligations, all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each If there is more than one entity comprising Borrower, then (a) any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each , (b) each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each , (c) each Borrower hereunder shall be jointly and severally obligated to pay and perform all obligations under the Loan Documents, including, but not limited to, the obligation repay all credit extensions Credit Extensions made hereunderhereunder and all other Obligations, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extensions, as if each Borrower hereunder directly received all credit extensions. Each Credit Extensions, (d) each Borrower waives (a) waives any suretyship defenses available to it under the Code or any other applicable law, and (b2) any right to require Collateral the Lenders or Agent or any Lender to: (iA) proceed against any Borrower or any other person; (iiB) proceed against or exhaust any security; or (iiiC) pursue any other remedy. Collateral The Lenders or Agent and/or any Lender may exercise or not exercise any right or remedy it has they have against any Borrower Credit Party or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrowerother Credit Party’s liabilityliability or any Lien against any other Credit Party’s assets. Notwithstanding any other provision of this Agreement or other related document, until payment in full of the Obligations and termination of the Applicable Commitments, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders and Agent under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other BorrowerCredit Party, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower any Credit Party with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower a Credit Party with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower Credit Party in contravention of this Section 12.10Section, such Borrower Credit Party shall hold such payment in trust for Collateral Agent and the Lenders and Agent and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) waives any suretyship defenses available to it under the Code or any other applicable law, and (b) . Each Borrower waives any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 12.11 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions Loans hereunder. Each Borrower hereby appoints the each other Borrower as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Loans hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Loans made hereunder, regardless of which B▇▇▇▇▇▇▇▇ actually receives said credit extensionLoans, as if each Borrower hereunder directly received all credit extensionsLoans. Each Borrower waives (a) any suretyship defenses available to it under the Code UCC or any other applicable law, and (b) any right to require Collateral Administrative Agent or any Lender to: (i) proceed against any Borrower or any other personPerson; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Administrative Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Credit Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, including any law subrogating such Borrower to the rights of Collateral Administrative Agent and the Lenders and/or any Lender under this Credit Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by such Borrower with respect to the Obligations in connection with this Credit Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by such Borrower with respect to the Obligations in connection with this Credit Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 11.19 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Administrative Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent Administrative Agent, for the benefit of the Secured Parties, for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each As detailed in Article 1, each Borrower may, acting singly, request credit extensions hereunder. Each has appointed Caliper as Agent for each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) waives any suretyship defenses available to it under the Code or any other applicable law, and (b) . Each Borrower waives any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each As detailed in Article 1, each Borrower may, acting singly, request credit extensions hereunder. Each has appointed Caliper as Agent for each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be obligated, jointly and severally obligated severally, to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) waives any suretyship defenses available to it under the Code or any other applicable law, and (b) . Each Borrower waives any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances/Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances/Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance/Credit Extension, as if each Borrower hereunder directly received all credit extensionsAdvances/Credit Extensions. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Lender under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Lender and such payment shall be promptly delivered to Collateral Agent Lender for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, so long as the Obligations (other than inchoate indemnity obligations and other obligations that by their terms survive the termination of this Agreement) are outstanding or the Bank has any commitment to lend to Borrower hereunder, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and voidvoid to the extent that it conflicts with the preceding sentence. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) waives any suretyship defenses available to it under the Code or any other applicable law, and (b) . Each Borrower waives any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsAdvances. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions Loans hereunder. Each Borrower hereby appoints the each other Borrower as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Loans hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Loans made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionLoans, as if each Borrower hereunder directly received all credit extensionsLoans. Each Borrower waives waives (a) any suretyship defenses available to it under the Code UCC or any other applicable law, and (b) any right to require Collateral Administrative Agent or any Lender to: (i) proceed against any Borrower or any other personPerson; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Administrative Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Credit Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating such Borrower to the rights of Collateral Administrative Agent and the Lenders and/or any Lender under this Credit Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by such Borrower with respect to the Obligations in connection with this Credit Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by such Borrower with respect to the Obligations in connection with this Credit Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 11.19 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Administrative Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent Administrative Agent, for the benefit of the Lenders, for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions Loans hereunder. Each Borrower hereby appoints the each other Borrower as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Loans hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Loans made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionLoans, as if each Borrower hereunder directly received all credit extensionsLoans. Each Borrower waives waives (a) any suretyship defenses available to it under the Code UCC or any other applicable law, and (b) any right to require Collateral Administrative Agent or any Lender to: (i) proceed against any Borrower or any other personPerson; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Administrative Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Credit Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, including any law subrogating such Borrower to the rights of Collateral Administrative Agent and the Lenders and/or any Lender under this Credit Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by such Borrower with respect to the Obligations in connection with this Credit Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by such Borrower with respect to the Obligations in connection with this Credit Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 11.19 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Administrative Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent Administrative Agent, for the benefit of the Secured Parties, for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsAdvances. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives subordinates to the prior payment in full of the Obligations and the termination of the Bank’s commitment to make Credit Extensions to Borrower and agrees not to assert or enforce prior to payment in full of the Obligations and the termination of the Bank’s commitment to make Credit Extensions to Borrower all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.” 15 The Loan Agreement shall be amended by deleting the following definitions from Section 13.1 thereof:

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Term Loans hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Term Loans hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Term Loans made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsTerm Loans. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Advances/Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Advances/Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance/Credit Extension, as if each Borrower hereunder directly received all credit extensionsAdvances/Credit Extensions. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, until the Obligations have been indefeasibly paid in full, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: : (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-non judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives until the payment in full of all Obligations all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionAdvance, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) waives any suretyship defenses available to it under the Code or any other applicable law, and (b) . Each Borrower waives any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, so long as any Obligation remains outstanding and unpaid, each Borrower irrevocably waives during such period any Obligations remain outstanding and unpaid, all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any other Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any other Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, until the Obligations (other than inchoate indemnity obligations) have been indefeasibly satisfied in full, in cash, and Lenders no longer have a commitment to make Credit Extensions hereunder, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions the purchase of Notes hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions made Notes purchased hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives proceeds of said credit extensionNotes, as if each Borrower hereunder directly received proceeds of all credit extensionsNotes. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Purchaser to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Purchaser may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any other Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Purchaser under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Purchaser and such payment shall be promptly delivered to Collateral Agent Purchaser for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other itself for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extensions, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 9.8 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.109.8, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured.

Borrower Liability. Each Borrower may, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other QualMark as agent for the other Borrowers for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) waives any suretyship defenses available to it under the Code or any other applicable law, and (b) . Each Borrower waives any right to require Collateral Agent or any Lender Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders Bank and such payment shall be promptly delivered to Collateral Agent Bank for application to the Obligations, whether matured or unmatured. Notwithstanding anything to the contrary contained in this Agreement, all of Borrowers’ representations and warranties, indebtedness, liabilities and other Obligations of any kind described in this Agreement and any other Loan Document shall be joint and several in nature and affect their jointly and/or severally owned property.

Borrower Liability. Each Either Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-non judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured. 5. Section 13.1 of the Loan Agreement is hereby amended by adding the following definitions thereto in alphabetical order:

Borrower Liability. Each Any Borrower may, acting singly, request credit extensions Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions Credit Extensions made hereunder, regardless of which B▇▇▇▇▇▇▇ Borrower actually receives said credit extensionCredit Extension, as if each Borrower hereunder directly received all credit extensionsCredit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-non judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured. Section 13.1 of the Loan Agreement is hereby amended by adding the following definitions thereto in alphabetical order:

Borrower Liability. Each Borrower may, acting singly, request credit extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting credit extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all credit extensions made hereunder, regardless of which B▇▇▇▇▇▇▇▇ actually receives said credit extension, as if each Borrower hereunder directly received all credit extensions. Each Borrower waives waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and/or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.10 shall be null and void. If any payment is made to a Borrower in contravention of this Section 12.10, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.