Common use of Borrower Representative Clause in Contracts

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates and appoints the Parent Borrower as its agent, attorney-in-fact and legal representative on its behalf for all purposes hereunder, including delivering borrowing and conversion notices, compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional Borrower under the Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Parent Borrower on behalf of any Additional Borrower as a notice or communication from such Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) Each Additional Borrower hereby irrevocably designates is designated and appoints appointed by each of the Parent Borrower other Borrowers as its agent, attorney-in-fact representative and legal representative agent on its behalf for all purposes hereunder(the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including delivering borrowing Compliance Certificates, and conversion notices, compliance or similar certificates; giving to give instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying give and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting receive all other notices, notices and consents or other communications hereunder or under any of the other Loan Documents; Credit Documents and taking take all other actions (including in respect of compliance with covenants) on behalf of such Additional any Borrower or Borrowers under the Loan Credit Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Credit Document from the Parent Borrower on behalf of any Additional Borrower Representative as a notice or communication from such Additional Borrowerall Borrowers. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any actionThis power-of-attorney is coupled with an interest and cannot be revoked, notice, delivery, receipt, acceptance, approval, rejection modified or any other undertaking under any amended without the prior written consent of the Loan Documents Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to be any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower, Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower.

Borrower Representative. Swiss Borrower designates CGI Borrower (aand any Successor Borrower thereto) Each Additional Borrower hereby irrevocably designates and appoints the Parent Borrower as its agentrepresentative and agent (in such capacity, attorney-in-fact and legal representative on its behalf the “Borrower Representative”) for all purposes hereunderunder the Credit Documents, including delivering borrowing requests for Loans and conversion noticesLetters of Credit, compliance designation of interest rates, delivery or similar certificates; giving instructions with respect to the disbursement receipt of the proceeds communications, preparation and delivery of the Loans; payingfinancial reports, prepaying and reducing Loansrequests for waivers, Commitments amendments or any other amounts owing accommodations, actions under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any of the other Loan Documents; and taking all other actions Credit Documents (including in respect of compliance with covenants), and all other dealings with the applicable Agent, the Letter of Credit Issuer, the Swingline Lender or any Lender. CGI Borrower hereby accepts such appointment as Borrower Representative. The Agents, the Letter of Credit Issuer, the Swingline Lender and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Borrower Representative on behalf of any Borrower. The Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders may give any notice to, or communication with, a Borrower hereunder to the Borrower Representative on behalf of such Additional Borrower under the Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Parent Borrower on behalf of any Additional Borrower as a notice or communication from such Additional Borrower. Each warrantyof the Administrative Agent, covenantLetter of Credit Issuer, agreement the Swingline Lender and undertaking made by the Parent Lenders shall have the right, in its discretion, to deal exclusively with the Borrower on behalf of Representative for any Additional or all purposes under the Credit Documents. Anything contained herein to the contrary notwithstanding, no Borrower (other than the Borrower Representative) shall be deemed for all purposes authorized to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to request any Borrowing or Letter of Credit hereunder without the same extent as if the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any prior written consent of the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional CGI Borrower.

Borrower Representative. (a) Each Additional Borrower of the Borrowers hereby irrevocably designates and appoints the Parent Borrower Holdings as its agent, non-exclusive representative and grants to Holdings an irrevocable power of attorney to act as its attorney-in-fact fact, with regard to all matters relating to this Agreement and legal representative on its behalf for all purposes hereunder, including delivering borrowing and conversion notices, compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any each of the other Loan Documents; , including, without limitation, execution and taking delivery of any Borrowing Request, and amendments, supplements, waivers or other modifications hereto or thereto, receipt of any notices hereunder or thereunder and receipt of service of process in connection herewith or therewith and making all other actions elections as to interest rates and interest payment dates (including in respect of compliance with covenants) on behalf of such Additional capacity, Holdings is referred to herein as the “Borrower under the Loan DocumentsRepresentative”). The Parent Administrative Agent and the Lenders shall be entitled to rely exclusively on the Borrower Representative’s authority to act in each instance without inquiry or investigation, and each of the Borrowers hereby accepts such appointmentagrees to indemnify and hold harmless the Administrative Agent and the Lenders for any losses, costs, delays, errors, claims, penalties or charges arising from or out of the Borrower Representative’s actions pursuant to this Section 2.23 and the Administrative Agent’s and the Lenders’ reliance thereon and hereon. Notice from the Borrower Representative shall be deemed to be notice from all of the Borrowers and the other Loan Parties and notice to the Borrower Representative shall be deemed to be notice to all the Borrowers and the other Loan Parties. The Administrative Agent and each Lender may regard of the Lenders agree that any notice thereby to any Borrower or other communication pursuant Loan Party will copy, or be directed to, the Borrower Representative. The Borrower Representative may, from time to any Loan Document from time, designate the Parent Borrower on behalf of any Additional Borrower as a notice or communication from such Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection Company or any other undertaking under any Loan Party reasonably satisfactory to the Administrative Agent as the Borrower Representative in lieu of Holdings by delivering written notice to the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower Administrative Agent, which notice shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrowereffective three (3) Business Days after it is delivered.

Borrower Representative. (a) Each Additional Borrower Credit Party hereby irrevocably designates and appoints the Parent Borrower as its agent, attorney-in-fact representative and legal representative agent on its behalf (the “Borrower Representative”) for all purposes hereunderthe purpose of (i) requesting on such Borrower’s behalf borrowings of US Revolving Loans or Canadian Revolving Loans, including delivering borrowing and as applicable, (ii) the continuation and/or conversion noticesof US Revolving Loans or Canadian Revolving Loans, compliance or similar certificates; as applicable, (iii) giving instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying and reducing US Revolving Loans or Canadian Revolving Loans, Commitments as applicable, to be made to US Borrowers or any other amounts owing under the Loan Documents; Canadian Borrowers, as applicable, (iv) selecting interest rate options; givingoptions for US Borrowers or Canadian Borrowers, receivingas applicable, accepting (v) requesting US Revolving Letter of Credit Accommodations or LC Facility Letters of Credit, as applicable, for the account of US Borrowers or Canadian Borrowers, as applicable, and rejecting (vi) giving and receiving on Credit Parties’ behalf all other notices, notices and consents or other communications hereunder or under any of the other Loan Documents; Financing Agreements and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional Borrower Borrowers under the Loan DocumentsFinancing Agreements. The Parent Borrower Representative hereby accepts such appointment. The Administrative Each Agent and each Lender may regard any notice or other communication pursuant to any Loan Document Financing Agreement from the Parent Borrower on behalf of any Additional Borrower Representative as a notice or communication from the applicable Borrowers, and may give any notice or communication required or permitted to be given to any Credit Party or Credit Parties hereunder to the Borrower Representative on behalf of such Additional BorrowerCredit Party or Credit Parties. Each Credit Party agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Parent Borrower on behalf of any Additional Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower Credit Party and shall be binding upon and enforceable against such Additional Borrower Credit Party to the same extent as if the same had been made directly by such Additional BorrowerCredit Party. Any actionThis appointment of Parent as Borrower Representative may not be terminated, noticerescinded or changed without the prior written consent of each Agent, deliveryprovided that upon any Agent’s request, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents Credit Parties shall designate an alternative Borrower Representative satisfactory to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional BorrowerAgent.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates appoints Parent and appoints Parent agrees to act under this Agreement, as the Parent agent and representative of itself and each other Borrower as its agent, attorney-in-fact and legal representative on its behalf for all purposes hereunderunder this Agreement (in such capacity, "Borrower Representative"), including delivering borrowing requesting Borrowings, submitting LC Requests, selecting whether any Loan or portion thereof is to bear interest as a Base Rate Loan or a LIBOR Loan, and conversion noticesreceiving account statements and other notices and communications to Borrowers (or any of them) from Agent. Agent may rely, compliance or similar certificates; giving instructions with respect to the and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, LC Request, disbursement of the proceeds of the Loans; payinginstructions, prepaying and reducing Loansreports, Commitments information, Borrowing Base Certificate or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional Borrower under the Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Parent made or given by Borrower Representative, whether in its own name, on behalf of any Additional Borrower as a notice or communication on behalf of "the Borrowers," and Agent shall have no obligation to make any inquiry or request any confirmation from such Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower or on behalf of any Additional other Borrower shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower as to the same extent binding effect on such Borrower of any such Notice of Borrowing, Notice of Conversion/Continuation, LC Request, instruction, report, information, Borrowing Base Certificate or other notice or communication, nor shall the joint and several character of Borrowers' liability for the Obligations be affected, provided that the provisions of this Section 4.4 shall not be construed so as if the same had been made to preclude any Borrower from directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection requesting Borrowings or any taking other undertaking under any of the Loan Documents actions permitted to be made taken by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made "a Borrower" hereunder. Agent may maintain a single Loan Account in the Parent Borrower’s capacity as representative name of "Alpharma Inc." hereunder, and agent each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on behalf the joint and several character of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed 's liability for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional BorrowerObligations.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates and appoints the Parent Borrower as its agentrepresentative and agent (in such capacity, attorney-in-fact and legal representative on its behalf the “Borrower Representative”) for all purposes hereunder, including delivering borrowing and conversion notices, compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting , including requests for Loans and Letters of Credit, designation of interest rate options; givingrates, receivingdelivery or receipt of communications, accepting preparation and rejecting all other noticesdelivery of Borrowing Base Certificates and financial reports, consents requests for waivers, amendments or other communications hereunder or accommodations, actions under any of the other Loan Documents; and taking all other actions Documents (including in respect of compliance with covenants), and all other dealings with the Agent, the Issuing Banks, any Lender or the Swingline Lender. The Borrower Representative hereby accepts such appointment as Borrower Representative. The Agent, the Issuing Banks, the Lenders and the Swingline Lender shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Borrower Representative on behalf of any Borrower. The Agent, the Issuing Banks, the Lenders and the Swingline Lender may give any notice or communication with a Borrower hereunder to the Borrower Representative on behalf of such Additional Borrower. Each of the Agent, the Issuing Banks, the Lenders and the Swingline Lender shall have the right, in its discretion, to deal exclusively with the Borrower Representative for any or all purposes under the Loan Documents. The Parent Each Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard agrees that any notice or other communication pursuant to any Loan Document from the Parent Borrower on behalf of any Additional Borrower as a notice or communication from such Additional Borrower. Each warrantynotice, covenantelection, communication, representation, agreement and or undertaking made on its behalf by the Parent Borrower on behalf of any Additional Borrower shall be deemed for all purposes to have been made by such Additional Borrower and Representative shall be binding upon and enforceable against such Additional Borrower it. Anything contained herein to the same extent as if contrary notwithstanding, no Borrower (other than the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection Borrower Representative) shall be authorized to request any Borrowing or any other undertaking under any Letter of Credit hereunder without the prior written consent of the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional BorrowerRepresentative.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates and appoints the Parent Borrower as its agent, attorney-in-fact and legal representative on its behalf for all purposes hereunder, including delivering borrowing and conversion noticesCommitted Loan Notices, compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional Borrower under the Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Parent Borrower on behalf of any Additional Borrower as a notice or communication from such Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates and appoints the Parent Borrower Representative as its agent, attorney-in-fact and legal representative on its behalf for all purposes hereunderpurposes, including issuing Committed Loan Notices; delivering borrowing and conversion notices, compliance or similar certificatesCompliance Certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying and reducing Loansloans, Commitments commitments, or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional any Borrower or the Borrowers under the Loan Documents; provided, however, that any amounts paid by the Borrower Representative on behalf of another Borrower shall be deemed a payment by such other Borrower. The Parent Borrower Representative hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Parent Borrower Representative on behalf of any Additional Borrower one or more Borrowers as a notice or communication from such Additional Borrowerall Borrowers. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Parent Borrower Representative in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent BorrowerBorrower Representative’s capacity as representative and agent on behalf of such Additional Borrowerthe applicable Borrower or Borrowers, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, Borrowers and shall be binding upon and enforceable against such Additional Borrower Borrowers to the same extent as if the same had been made directly by such Additional BorrowerBorrowers.

Borrower Representative. (a) Each Additional of the Borrowers hereby appoints Borrower hereby irrevocably designates Representative as, and appoints Borrower Representative shall act under this Agreement as, the Parent Borrower as its agent, attorney-in-fact and legal representative on its behalf of the Borrowers for all purposes hereunder, including delivering borrowing requesting Loans and conversion notices, compliance or similar certificates; giving instructions with respect Letters of Credit and receiving account statements and other notices and communications to the disbursement of the proceeds of the Loans; paying, prepaying and reducing Loans, Commitments Borrowers (or any other amounts owing under of them) from Administrative Agent or any Lender. Accordingly, the Loan Documents; selecting interest rate options; giving, receiving, accepting parties agree that any and rejecting all other notices, consents or other communications actions to be taken hereunder or under any of the other Loan Documents; by Borrowers may be taken by Borrower Representative for and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional Borrowers, and any and all notices and communications permitted or required to be made by Administrative Agent or any Lender hereunder to Borrowers, shall be deemed made to each of Borrowers if delivered to Borrower under the Loan Documents. The Parent Borrower hereby accepts such appointmentRepresentative. The Administrative Agent and each Lender and other Agent may regard rely, and shall be fully protected in relying, on any Notice, request for a Letter of Credit, disbursement instruction, report, information or any other notice or other communication pursuant to made or given by Borrower Representative or any Loan Document from the Parent Borrower Borrower, whether in its own name, on behalf of any Additional other Borrower as a notice or communication on behalf of “Borrowers”, and none of Administrative Agent, any Lender or other Agent shall have any obligation to make any inquiry or request any confirmation from such Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower or on behalf of any Additional other Borrower as to the binding effect on it of any such notice, request, instruction, report, information, other notice or communications. Borrower Representative or any other Borrower may from time to time tender to Administrative Agent and the Lenders, representations or performance of covenants hereunder and take actions in respect of other matters on behalf of Borrowers, and any such representations, performance or actions by Borrower Representative or any Borrower, shall be conclusively deemed for done with the authorization of and on behalf of the other Borrowers, as the circumstances and the specific action taken may indicate. Administrative Agent and each of the Lenders may in all purposes to have been cases rely on communications from, and representations and actions taken by, Borrower Representative or any other Borrower as though given, delivered, made or taken by or from the Borrowers, and all such Additional Borrower communications, representations and actions shall be binding upon and enforceable against each Borrower on whose behalf such Additional Borrower to the same extent as if the same had been made directly communications, representations or actions were purportedly taken by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates and appoints the Parent Borrower Representative as its agent, attorney-in-fact and legal representative on its behalf for all purposes hereunderpurposes, including issuing Committed Loan Notices and Swing Line Loan Notices; delivering borrowing and conversion notices, compliance or similar certificatesCompliance Certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying and reducing Loansloans, Commitments commitments, or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional any Borrower or the Borrowers under the Loan Documents; provided, however, that any amounts paid by the Borrower Representative on behalf of another Borrower shall be deemed a payment by such other Borrower. The Parent Borrower Representative hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Parent Borrower Representative on behalf of any Additional Borrower one or more Borrowers as a notice or communication from such Additional Borrowerall Borrowers. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Parent Borrower Representative in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent BorrowerBorrower Representative’s capacity as representative and agent on behalf of such Additional Borrowerthe applicable Borrower or Borrowers, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, Borrowers and shall be binding upon and enforceable against such Additional Borrower Borrowers to the same extent as if the same had been made directly by such Additional BorrowerBorrowers.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates appoints Coltec, and appoints Coltec agrees to act under this Agreement, as the Parent agent and representative of itself and each other Borrower as its agent, attorney-in-fact and legal representative on its behalf for all purposes hereunderunder this Agreement (in such capacity, “Borrower Representative”), including delivering borrowing requesting Borrowings, submitting LC Requests, selecting whether any Loan or portion thereof is to bear interest as a Base Rate Loan or a LIBOR Loan, and conversion noticesreceiving account statements and other notices and communications to Borrowers (or any of them) from Agent. Agent may rely, compliance or similar certificates; giving instructions with respect to the and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, LC Request, disbursement of the proceeds of the Loans; payinginstructions, prepaying and reducing Loansreports, Commitments information, Borrowing Base Certificate or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional Borrower under the Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Parent made or given by Borrower Representative, whether in its own name, on behalf of any Additional Borrower as a notice or communication on behalf of “the Borrowers,” and Agent shall have no obligation to make any inquiry or request any confirmation from such Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower or on behalf of any Additional other Borrower shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower as to the same extent binding effect on such Borrower of any such Notice of Borrowing, Notice of Conversion Continuation, LC Request, instruction, report, information, Borrowing Base Certificate or other notice or communication, nor shall the joint and several character of Borrowers’ liability for the Obligations be affected, provided that the provisions of this Section 4.4 shall not be construed so as if the same had been made to preclude any Borrower from directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection requesting Borrowings or any taking other undertaking under any of the Loan Documents actions permitted to be made taken by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made “a Borrower” hereunder. Agent may maintain a single Loan Account in the Parent name of “Coltec” or “EnPro” hereunder, and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of such Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed liability for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional BorrowerObligations.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates appoints Coltec, and appoints Coltec agrees to act under this Agreement, as the Parent agent and representative of itself and each other Borrower as its agent, attorney-in-fact and legal representative on its behalf for all purposes hereunderunder this Agreement (in such capacity, “Borrower Representative”), including delivering borrowing requesting Borrowings, submitting LC Requests, selecting whether any Loan or portion thereof is to bear interest as a Base Rate Loan or a LIBOR Loan, and conversion noticesreceiving account statements and other notices and communications to Borrowers (or any of them) from Agent. Agent may rely, compliance or similar certificates; giving instructions with respect to the and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, LC Request, disbursement of the proceeds of the Loans; payinginstructions, prepaying and reducing Loansreports, Commitments information, Borrowing Base Certificate or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional Borrower under the Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Parent made or given by Borrower Representative, whether in its own name, on behalf of any Additional Borrower as a notice or communication on behalf of “the Borrowers,” and Agent shall have no obligation to make any inquiry or request any confirmation from such Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower or on behalf of any Additional other Borrower shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower as to the same extent binding effect on such Borrower of any such Notice of Borrowing, Notice of Conversion Continuation, LC Request, instruction, report, information, Borrowing Base Certificate or other notice or communication, nor shall the joint and several character of Borrowers’ liability for the Obligations be affected, provided that the provisions of this Section 4.4 shall not be construed so as if to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by “a Borrower” hereunder. In addition to the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any separate accounts to be maintained for the Loans and Obligations of Gxxxxxx Sealing and the Loans and Obligations of the Excess Collateral Providers pursuant to Section 5.7, Agent may maintain a single Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made Account in the Parent name of “Coltec” or “EnPro” hereunder, and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of such Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed liability for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional BorrowerObligations.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates appoints Anixter as the borrowing agent and appoints the Parent Borrower as its agent, attorney-in-fact for all Borrowers (the “Borrower Representative”) which appointment shall remain in full force and legal representative effect unless and until Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Borrower Representative. Each Borrower hereby irrevocably appoints and authorizes the Borrower Representative (a) to provide Administrative Agent with all notices with respect to Revolving Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents (and any notice or instruction provided by Borrower Representative shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by any member of the Lender Group to the Borrower Representative in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to take such action as the Borrower Representative deems appropriate on its behalf for to obtain Revolving Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all purposes hereunderliability, including delivering borrowing expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Loan Account and conversion noticesCollateral of Borrowers as herein provided, compliance or similar certificates; giving (ii) the Lender Group’s relying on any instructions of the Borrower Representative, except that Borrowers will have no liability to the relevant 107 Administrative Agent-Related Person or Lender-Related Person under this Section 17.13 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the disbursement of the proceeds of the Loans; paying, prepaying and reducing Loans, Commitments gross negligence or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf willful misconduct of such Additional Borrower under Administrative Agent-Related Person or Lender-Related Person, as the Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender case may regard any notice or other communication pursuant to any Loan Document from the Parent Borrower on behalf of any Additional Borrower as a notice or communication from such Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrowerbe.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates and appoints the Parent Borrower GTI II as its agentrepresentative and agent on such Borrower’s behalf (in such capacity, attorney-in-fact and legal representative on its behalf “Borrower Representative”) for all the purposes hereunderof delivering certificates including Covenant Compliance Certificates, including delivering borrowing and conversion notices, compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; payingLoan, prepaying giving and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting receiving all other notices, notices and consents or other communications hereunder under this Agreement or under any of the other Loan Documents; Related Documents and taking all other actions action (including in respect of compliance with covenants) on behalf of such Additional any Borrower or the Borrowers under this Agreement or the Loan Related Documents. The Parent Borrower hereby Representative xxxxxx accepts such appointment. The Administrative Agent and each Notwithstanding anything to the contrary in this Agreement, Lender may regard any notice or other communication pursuant to any Loan Document Documents from the Parent Borrower on behalf of any Additional Borrower Representative as a notice or communication from such Additional Borrowerall Borrowers. Each Notwithstanding anything to the contrary in this Agreement, each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional a Borrower by Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if of the same had been made directly by such Additional Borrower. Any actionConfidential Information of Lender EXHIBIT A FORM OF NOTE [SEE ATTACHED] PFS:006273.0013.1624102.14 SENIOR SECURED NOTE DUE OCTOBER 1, notice2022 $5,000,000 October 2, delivery2017 Chicago, receiptIllinois FOR VALUE RECEIVED, acceptanceGTI-CLINIC ILLINOIS HOLDINGS, approvalLLC, rejection an Illinois limited liability company (“Holdings”), GTI MUNDELEIN PARTNERS, LLC, an Illinois limited liability company (“Mundelein Partners”), GTI MUNDELEIN, LLC, an Illinois limited liability company (“Mundelein”), GTI OGLESBY PARTNERS, LLC, an Illinois limited liability company (“Oglesby Partners”), GTI OGLESBY, LLC, an Illinois limited liability company (“Oglesby”), GTI ROCK ISLAND PARTNERS, LLC, an Illinois limited liability company (“Rock Island Partners”), GTI ROCK ISLAND, LLC, an Illinois limited liability company (“Rock Island”), GTI II, LLC, an Illinois limited liability company (“GTI II”), GTI INVESTORS, LLC, an Illinois limited liability company (“GTI Investors”), 3C COMPASSIONATE CARE CENTER, LLC, an Illinois limited liability company (“3C”), and GTI-3C, LLC, an Illinois limited liability company (“GTI-3C”), and collectively with Holdings, Mundelein Partners, Mundelein, Oglesby Partners, Oglesby, Rock Island Partners, Rock Island, GTI II, GTI Investors and 3C, together with their respective successors and assigns, “Borrower”), promises to pay to the order of Confidential Information of Lender (“Lender”), the principal sum of FIVE MILLION DOLLARS ($5,000,000), which amount shall be due and payable to Lender as provided in the Loan and Security Agreement, dated as of October 2, 2017, by and among Borrower and Lender (as amended, restated, supplemented or any other undertaking under any otherwise modified from time to time, the “Loan Agreement”). All capitalized terms used in this Senior Secured Note (“Note”) that are defined in the Loan Agreement shall have the meanings assigned to such terms in the Loan Agreement. Each Borrower, jointly and severally, promises to pay to the order of Bank interest on the aggregate unpaid principal amount hereof from time to time outstanding from the date hereof until such principal amount is paid in full at such rates and at such times as shall be determined in accordance with the provisions of the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower Agreement. Principal and accrued interest shall be deemed, where applicable, to be made payable on the dates specified in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional BorrowerLoan Agreement.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates appoints Fansteel as the borrowing agent and appoints the Parent Borrower as its agent, attorney-in-fact for all Borrowers ("Borrower Representative"), which appointment shall remain in full force and legal representative effect unless and until Lender shall have received prior written notice signed by each Borrower indicating that such appointment has been revoked and that another Borrower has been appointed Borrower Representative (and further indicating the identity of such new Borrower Representative). Each Borrower hereby irrevocably appoints and authorizes the Borrower Representative (i) to provide Lender with all notices with respect to Revolving Loans and Letter of Credit Accommodations obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the Borrower Representative deems appropriate on its behalf for all to obtain Revolving Loans and Letter of Credit Accommodations and to exercise such other powers as are reasonably incidental thereto to carry out the purposes hereunderof this Agreement. It is understood that the handling of Borrowers' loan account and Collateral of Borrowers in a combined fashion, including delivering as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and conversion noticeseconomical manner and at their request, compliance and that Lender shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or similar certificates; giving instructions with respect to indirectly, from the disbursement handling of Borrowers' loan account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the proceeds integrated group. To induce Lender to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against Lender by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of Borrowers' loan account and Collateral of Borrowers as herein provided, (b) Lender's relying on any instructions of the Loans; payingBorrower Representative, prepaying and reducing Loans, Commitments or (c) any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications action taken by Lender hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional Borrower under the Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Parent Borrower on behalf of any Additional Borrower as a notice or communication from such Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional BorrowerFinancing Agreements.

Borrower Representative. (a) Each Additional The Lender shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice believed by the Lender to be genuine. The Lender may assume that each Person executing and delivering such a notice was duly authorized, unless the responsible individual acting thereon for the Lender has actual knowledge to the contrary. The Borrower and each Guarantor hereby irrevocably designates and appoints the Parent Borrower Representative as its agent, attorney-in-fact representative and legal representative agent on its behalf for all the purposes hereunderof issuing Notices of Borrowing, including delivering borrowing and conversion notices, compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying giving and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting receiving all other notices, notices and consents or other communications hereunder or under any of the other Loan Documents; Credit Documents and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional the Borrower or the Guarantors under the Loan Credit Documents. The Parent Borrower Representative hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Credit Document from the Parent Borrower on behalf of any Additional Borrower Representative as a notice or communication from the Borrower and the Guarantors, and may give any notice or communication required or permitted to be given to the Borrower or any Guarantor hereunder to the Borrower Representative on behalf of the Borrower or such Additional BorrowerGuarantor or Guarantors. Each The Borrower and each Guarantor agree that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Parent Borrower on behalf of any Additional Borrower Representative shall be deemed for all purposes to have been made by the Borrower or such Additional Borrower Guarantor or Guarantors, as the case may be, and shall be binding upon and enforceable against such Additional the Borrower or Guarantor or Guarantors, as the case may be, to the same extent as if the same had been made directly by such Additional Borrower. Any actionthe Borrower or Guarantor or Guarantors, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of as the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrowercase may be.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates and appoints the Parent Borrower GTI II as its agentrepresentative and agent on such Borrower’s behalf (in such capacity, attorney-in-fact and legal representative on its behalf “Borrower Representative”) for all the purposes hereunderof delivering certificates including Covenant Compliance Certificates, including delivering borrowing and conversion notices, compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; payingLoan, prepaying giving and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting receiving all other notices, notices and consents or other communications hereunder under this Agreement or under any of the other Loan Documents; Related Documents and taking all other actions action (including in respect of compliance with covenants) on behalf of such Additional any Borrower or the Borrowers under this Agreement or the Loan Related Documents. The Parent Borrower Representative hereby accepts such appointment. The Administrative Agent and each Notwithstanding anything to the contrary in this Agreement, Lender may regard any notice or other communication pursuant to any Loan Document Documents from the Parent Borrower on behalf of any Additional Borrower Representative as a notice or communication from such Additional Borrowerall Borrowers. Each Notwithstanding anything to the contrary in this Agreement, each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional a Borrower by Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if of the same had been made directly by such Additional Borrower. Any actionEXHIBIT A FORM OF NOTE [SEE ATTACHED] PFS:006273.0013.1624102.14 SENIOR SECURED NOTE DUE OCTOBER 1, 2022 $5,000,000 October 2, 0000 Xxxxxxx, Xxxxxxxx FOR VALUE RECEIVED, GTI-CLINIC ILLINOIS HOLDINGS, LLC, an Illinois limited liability company (“Holdings”), GTI MUNDELEIN PARTNERS, LLC, an Illinois limited liability company (“Mundelein Partners”), GTI MUNDELEIN, LLC, an Illinois limited liability company (“Mundelein”), GTI OGLESBY PARTNERS, LLC, an Illinois limited liability company (“Oglesby Partners”), GTI OGLESBY, LLC, an Illinois limited liability company (“Oglesby”), GTI ROCK ISLAND PARTNERS, LLC, an Illinois limited liability company (“Rock Island Partners”), GTI ROCK ISLAND, LLC, an Illinois limited liability company (“Rock Island”), GTI II, LLC, an Illinois limited liability company (“GTI II”), GTI INVESTORS, LLC, an Illinois limited liability company (“GTI Investors”), 3C COMPASSIONATE CARE CENTER, LLC, an Illinois limited liability company (“3C”), and GTI-3C, LLC, an Illinois limited liability company (“GTI-3C”), and collectively with Holdings, Mundelein Partners, Mundelein, Oglesby Partners, Oglesby, Rock Island Partners, Rock Island, GTI II, GTI Investors and 3C, together with their respective successors and assigns, “Borrower”), promises to pay to the order of (“Lender”), the principal sum of FIVE MILLION DOLLARS ($5,000,000), which amount shall be due and payable to Lender as provided in the Loan and Security Agreement, dated as of October 2, 2017, by and among Borrower and Lender (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). All capitalized terms used in this Senior Secured Note (“Note”) that are defined in the Loan Agreement shall have the meanings assigned to such terms in the Loan Agreement. Each Borrower, jointly and severally, promises to pay to the order of Bank interest on the aggregate unpaid principal amount hereof from time to time outstanding from the date hereof until such principal amount is paid in full at such rates and at such times as shall be determined in accordance with the provisions of the Loan Agreement. Principal and accrued interest shall be payable on the dates specified in the Loan Agreement. Subject to the provisions of the Loan Agreement, payments of both principal and interest shall be made by electronic funds transfer or by wire transfer of immediately available funds to the account of Lender at or at any other payment office in the United States previously designated to Borrower by Lender in writing), in lawful money of the United States of America in funds immediately available at such payment office. This Note is the Note referred to in, and is entitled to the benefits of, the Loan Agreement, which agreement, among other things, contains provisions granting Lender a security interest in the Collateral, for acceleration of the maturity hereof upon the occurrence of certain stated events and also for prepayments, in certain circumstances, of the principal hereof and interest prior to maturity upon the terms and conditions specified therein. Except as otherwise expressly provided in the Loan Agreement, the Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, receipt, acceptance, approvalperformance, rejection default or any other undertaking under any enforcement of this Note and the Loan Documents Agreement. In any action on this Note, Lender or its assignee need not produce or file the original of this Note, but need only file a photocopy of this Note certified by Lender or such assignee to be made by a true and correct copy of this Note. This Note is binding upon the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, their respective successors and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrowerassigns, and shall be binding upon and enforceable against such Additional Borrower inure to the same extent as if benefit of Lender and its successors and assigns; provided that, no Borrower may assign its respective rights or obligations under this Note without the same had been prior written consent of Lender. Borrower and their respective successors and assigns shall be jointly and severally obligated hereunder. This Note is made directly under and governed by such Additional Borrower.the laws of the State of Illinois without regard to conflict of laws principles. [remainder of page intentionally left blank; signature page follows]

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates and appoints the Parent Borrower Representative to act as its agent, attorney-in-fact agent hereunder. The Borrower Representative may act as agent on behalf of each Borrower for purposes of delivering Borrowing Requests and legal representative on its behalf for all purposes hereunder, including delivering borrowing and conversion notices of conversion/continuation under Section 2.08 and/or similar notices, compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; payingLoans and Letters of Credit, prepaying and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting giving and rejecting receiving all other notices, notices and consents or other communications hereunder or under any of the other Loan Documents; Documents and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional any Borrower or the Borrowers under the Loan Documents. The Parent Borrower Representative hereby accepts such appointment. The Administrative Agent Each Borrower agrees that each notice, election, representation and each Lender may regard any notice or other communication pursuant to any Loan Document from the Parent Borrower on behalf of any Additional Borrower as a notice or communication from such Additional Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the Parent Borrower on behalf of any Additional Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any actionEXHIBIT B REAFFIRMATION OF LOAN GUARANTY AND COLLATERAL DOCUMENTS July 29, notice2020 Each of the undersigned Loan Parties hereby acknowledges receipt of a copy of the foregoing First Amendment to Credit Agreement, deliverydated as of the date hereof (the “Amendment”), receiptby and among Brookfield Retail Holdings VII Sub 3 LLC, acceptancea Delaware limited liability company (the “Parent”), approvalBrookfield Property REIT Inc., rejection a Delaware corporation (f/k/a GGP Inc.) (“BPR”), BPR Nimbus LLC, a Delaware limited liability company (f/k/a GGP Nimbus, LLC) (“Nimbus”), BPR Cumulus LLC, a Delaware limited liability company (f/k/a GGP Limited Partnership LLC) (“Cumulus”), BPR OP, LP (f/k/a GGP Operating Partnership, LP), a Delaware limited partnership (“BPR OP”), GGSI Sellco, LLC, a Delaware limited liability company (“SellCo”), GGPLP Real Estate 2010 Loan Pledgor Holding, LLC, a Delaware limited liability company (“GGPLP RE”), GGPLPLLC 2010 Loan Pledgor Holding, LLC, a Delaware limited liability company (“GGPLPLLC 2010”), GGPLP 2010 Loan Pledgor Holding, LLC, a Delaware limited liability company (“GGPLP 2010”) and GGPLP L.L.C., a Delaware limited liability company (“GGPLPLLC” and together with Parent, BPR, Nimbus, Cumulus, BPR OP, Sellco, GGPLP RE, GGPLPLLC 2010 and GGPLP 2010, collectively, the “Borrowers”), the Lenders party thereto, and Xxxxx Fargo Bank, National Association, in its capacities as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”), which amends that certain Credit Agreement, dated as of August 24, 2018 (as amended and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among, inter alios, the Borrowers, the Lenders from time to time party thereto and the Administrative Agent. Capitalized terms used in this Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any other undertaking under any Lender, each of the undersigned Loan Parties (i) ratifies and reaffirms the terms and conditions of the Loan Documents Guaranty (as reaffirmed from time to be time) and (ii) ratifies and reaffirms its grant of liens on and security interests in any of its properties pursuant to the Security Agreement and each other Collateral Document to which it is a party and each filing with a Governmental Authority made in connection with any such liens or security interests, and confirms that such liens and security interests continue to secure the Secured Obligations, and acknowledges and agrees that such agreement and each and every such Loan Document executed by the Parent Borrower undersigned Loan Parties in respect of connection with the Obligations of any Additional Borrower Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower a reference to the same extent Credit Agreement as if so modified by the Amendment and as the same had been made directly by such Additional Borrower.may from time to time hereafter be amended, modified or restated. ***

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates appoints PHI as the borrowing agent and appoints the Parent Borrower as its agent, attorney-in-fact for all Borrowers (the “Borrower Representative”) which appointment shall remain in full force and legal representative effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Borrower Representative. Each Borrower hereby irrevocably appoints and authorizes the Borrower Representative (a) to provide Agent with all notices with respect to Revolving Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents (and any notice or instruction provided by Borrower Representative shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by any member of the Lender Group to the Borrower Representative in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to take such action as the Borrower Representative deems appropriate on its behalf for to obtain Revolving Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all purposes hereunderliability, including delivering borrowing expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Loan Account and conversion noticesCollateral of Borrowers as herein provided, compliance or similar certificates; giving (ii) the Lender Group’s relying on any instructions of the Borrower Representative, except that Borrowers will have no liability to the relevant Agent-Related Person or Lender-Related Person under this Section 17.13 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the disbursement of the proceeds of the Loans; paying, prepaying and reducing Loans, Commitments gross negligence or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf willful misconduct of such Additional Borrower under Agent-Related Person or Lender-Related Person, as the Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender case may regard any notice or other communication pursuant to any Loan Document from the Parent Borrower on behalf of any Additional Borrower as a notice or communication from such Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrowerbe.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates appoints PHI as the borrowing agent and appoints the Parent Borrower as its agent, attorney-in-fact for all Borrowers (the “Borrower Representative”) which appointment shall remain in full force and legal representative effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Borrower Representative. Each Borrower hereby irrevocably appoints and authorizes the Borrower Representative (a) to provide Agent with all notices with respect to Revolving Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents (and any notice or instruction provided by Borrower Representative shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by any member of the Lender Group to the Borrower Representative in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to take such action as the Borrower Representative deems appropriate on its behalf for to obtain Revolving Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all purposes hereunderliability, including delivering borrowing expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Loan Account and conversion noticesCollateral of Borrowers as herein provided, compliance or similar certificates; giving (ii) the Lender Group’s relying on any instructions of the Borrower Representative, except that Borrowers will have no liability to the relevant Agent- Related Person or Lender-Related Person under this Section 17.13 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the disbursement of the proceeds of the Loans; paying, prepaying and reducing Loans, Commitments gross negligence or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf willful misconduct of such Additional Borrower under Agent-Related Person or Lender-Related Person, as the Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender case may regard any notice or other communication pursuant to any Loan Document from the Parent Borrower on behalf of any Additional Borrower as a notice or communication from such Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrowerbe.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates and appoints the Parent Borrower as its agent, attorney-in-fact representative and legal representative agent on its behalf (the "Borrower Representative") for all purposes hereunderthe purpose of requesting on such Borrower's behalf borrowings of US Revolving Loans or Canadian Revolving Loans, including delivering borrowing as applicable, and the continuation and/or conversion noticesof US Revolving Loans or Canadian Revolving Loans, compliance or similar certificates; as applicable, giving instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying and reducing US Revolving Loans or Canadian Revolving Loans, Commitments as applicable, to be made to US Borrowers or any other amounts owing under the Loan Documents; Canadian Borrowers, as applicable, selecting interest rate options; givingoptions for US Borrowers or Canadian Borrowers, receivingas applicable, accepting requesting US Letter of Credit or Canadian Letter of Credit Accommodations, as applicable, for the account of US Borrowers or Canadian Borrowers, as applicable, giving and rejecting receiving on Borrowers' behalf all other notices, notices and consents or other communications hereunder or under any of the other Loan Documents; Financing Agreements and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional Borrower Borrowers under the Loan DocumentsFinancing Agreements. The Parent Borrower Representative hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document Financing Agreement from the Parent Borrower on behalf of any Additional Borrower Representative as a notice or communication from the US Borrowers or Canadian Borrowers, as applicable, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to the Borrower Representative on behalf of such Additional BorrowerBorrower or Borrowers. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Parent Borrower on behalf of any Additional Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any actionThis appointment of Parent as Borrower Representative may not be terminated, noticerescinded or changed without the prior written consent of Agent, deliveryprovided that upon Agent's request, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents Borrowers shall designate an alternative Borrower Representative satisfactory to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional BorrowerAgent.

Borrower Representative. (a) Each Additional Borrower (other than the Initial Borrower and, immediately following consummation of the Merger, the Company) hereby irrevocably designates and appoints the Parent Initial Borrower (and, immediately following consummation of the Merger, the Company) as its agent, attorney-in-fact Borrower Representative. The Borrower Representative will be acting as agent on the behalf of each of the Additional Borrowers for the purposes of issuing Notices of Borrowing and legal representative on its behalf for all purposes hereunder, including delivering borrowing and conversion Notices of Conversions/Continuation of any Loans or similar notices, compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receivingrequesting Letters of Credit, accepting giving and rejecting receiving all other notices, notices and consents or other communications hereunder or under any of the other Loan Documents; Documents and taking all other actions (including in respect of compliance with covenantscovenants and certifications) on behalf of such Additional any Borrower or the Borrowers under the Loan Documents. Additionally, the Additional Borrowers hereby appoint the Borrower Representative as their agent to receive and direct all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Additional Borrower. The Parent Borrower Representative hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Parent Borrower on behalf of any Additional Borrower as a notice or communication from such Additional Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the Parent Borrower on behalf of any Additional Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably appoints and designates and appoints the Parent Borrower Representative as its agent, representative and agent and attorney-in-fact and legal representative fact, with power of substitution, to act on its behalf for any and all purposes hereunderwith respect to the Facility Documents. Borrower Representative shall have authority to exercise on behalf of such Borrower all rights and powers that it deems, in its sole discretion, necessary, incidental or convenient in connection with the Facility Documents, including delivering borrowing and conversion noticesthe authority to issue Advance Requests, compliance or similar certificates; giving give instructions with respect to the disbursement of the proceeds of the Loans; payingAdvances, prepaying give and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting receive all other notices, notices and consents or other communications hereunder or under any of the other Loan Documents; Facility Documents and taking take all other actions (including in respect of compliance with covenants) on behalf of such Additional any Borrower or Borrowers under the Loan Facility Documents, it being the intent of each Borrower to grant to Borrower Representative plenary power to act on behalf of such Borrower in connection with and pursuant to the Facility Documents. The Parent Borrower hereby Representative xxxxxx accepts such appointment. The appointment of Borrower Representative as representative and agent and attorney-in-fact for each Borrower shall be coupled with an interest and be irrevocable so long as the Facility Documents shall remain in effect unless, if an Event of Default has occurred and is continuing, Borrower Representative is terminated by Administrative Agent by Administrative Agent providing Borrower Representative with prior written notice of Administrative Agent’s election to terminate Borrower Representative. Each Lender and each Lender Administrative Agent may regard any notice or other communication pursuant to any Loan Facility Document from the Parent Borrower on behalf of any Additional Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Additional BorrowerBorrower or Borrowers. Each Borrower agrees that each action, notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Parent Borrower on behalf of any Additional Borrower Representative shall be deemed for all purposes to have been made made, issued, entered into or executed and delivered by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made made, issued, entered into or executed and delivered directly by such Additional Borrower. Any actionUpon any such termination of Borrower Representative’s designation hereunder, noticeany obligation of Borrower Representative under the Facility Documents shall cease to be an obligation of Borrower Representative and shall be deemed to be an obligation of the applicable Borrower. Borrower Representative shall forward to each applicable Borrower any notices, delivery, receipt, acceptance, approval, rejection invoices and other information requested by or received from Administrative Agent or any other undertaking under any of the Loan Documents to Lender immediately upon receipt by Borrower Representative. Borrower Representative may not resign nor be made by the Parent Borrower removed from acting in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s its capacity as representative and agent on behalf and attorney-in-fact of such Additional Borrower, and each Borrower by any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to so long as the same extent as if the same had been made directly by such Additional BorrowerFacility Documents remain in effect.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates and appoints the Parent Borrower GTI II as its agentrepresentative and agent on such Borrower’s behalf (in such capacity, attorney-in-fact and legal representative on its behalf “Borrower Representative”) for all the purposes hereunderof delivering certificates including Covenant Compliance Certificates, including delivering borrowing and conversion notices, compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; payingLoan, prepaying giving and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting receiving all other notices, notices and consents or other communications hereunder under this Agreement or under any of the other Loan Documents; Related Documents and taking all other actions action (including in respect of compliance with covenants) on behalf of such Additional any Borrower or the Borrowers under this Agreement or the Loan Related Documents. The Parent Borrower hereby Representative xxxxxx accepts such appointment. The Administrative Agent and each Notwithstanding anything to the contrary in this Agreement, Lender may regard any notice or other communication pursuant to any Loan Document Documents from the Parent Borrower on behalf of any Additional Borrower Representative as a notice or communication from such Additional Borrowerall Borrowers. Each Notwithstanding anything to the contrary in this Agreement, each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional a Borrower by Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if of the same had been made directly by such Additional Borrower. Any actionEXHIBIT A FORM OF NOTE [SEE ATTACHED] PFS:006273.0013.1624102.14 SENIOR SECURED NOTE DUE OCTOBER 1, 2022 $5,000,000 October 2, 0000 Xxxxxxx, Xxxxxxxx FOR VALUE RECEIVED, GTI-CLINIC ILLINOIS HOLDINGS, LLC, an Illinois limited liability company (“Holdings”), GTI MUNDELEIN PARTNERS, LLC, an Illinois limited liability company (“Mundelein Partners”), GTI MUNDELEIN, LLC, an Illinois limited liability company (“Mundelein”), GTI OGLESBY PARTNERS, LLC, an Illinois limited liability company (“Oglesby Partners”), GTI OGLESBY, LLC, an Illinois limited liability company (“Oglesby”), GTI ROCK ISLAND PARTNERS, LLC, an Illinois limited liability company (“Rock Island Partners”), GTI ROCK ISLAND, LLC, an Illinois limited liability company (“Rock Island”), GTI II, LLC, an Illinois limited liability company (“GTI II”), GTI INVESTORS, LLC, an Illinois limited liability company (“GTI Investors”), 3C COMPASSIONATE CARE CENTER, LLC, an Illinois limited liability company (“3C”), and GTI-3C, LLC, an Illinois limited liability company (“GTI-3C”), and collectively with Holdings, Mundelein Partners, Mundelein, Oglesby Partners, Oglesby, Rock Island Partners, Rock Island, GTI II, GTI Investors and 3C, together with their respective successors and assigns, “Borrower”), promises to pay to the order of (“Lender”), the principal sum of FIVE MILLION DOLLARS ($5,000,000), which amount shall be due and payable to Lender as provided in the Loan and Security Agreement, dated as of October 2, 2017, by and among Borrower and Lender (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). All capitalized terms used in this Senior Secured Note (“Note”) that are defined in the Loan Agreement shall have the meanings assigned to such terms in the Loan Agreement. Each Borrower, jointly and severally, promises to pay to the order of Bank interest on the aggregate unpaid principal amount hereof from time to time outstanding from the date hereof until such principal amount is paid in full at such rates and at such times as shall be determined in accordance with the provisions of the Loan Agreement. Principal and accrued interest shall be payable on the dates specified in the Loan Agreement. Subject to the provisions of the Loan Agreement, payments of both principal and interest shall be made by electronic funds transfer or by wire transfer of immediately available funds to the account of Lender at or at any other payment office in the United States previously designated to Borrower by Xxxxxx in writing), in lawful money of the United States of America in funds immediately available at such payment office. This Note is the Note referred to in, and is entitled to the benefits of, the Loan Agreement, which agreement, among other things, contains provisions granting Lender a security interest in the Collateral, for acceleration of the maturity hereof upon the occurrence of certain stated events and also for prepayments, in certain circumstances, of the principal hereof and interest prior to maturity upon the terms and conditions specified therein. Except as otherwise expressly provided in the Loan Agreement, the Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, receipt, acceptance, approvalperformance, rejection default or any other undertaking under any enforcement of this Note and the Loan Documents Agreement. In any action on this Note, Lender or its assignee need not produce or file the original of this Note, but need only file a photocopy of this Note certified by Lender or such assignee to be made by a true and correct copy of this Note. This Note is binding upon the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, their respective successors and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrowerassigns, and shall be binding upon and enforceable against such Additional Borrower inure to the same extent as if benefit of Lender and its successors and assigns; provided that, no Borrower may assign its respective rights or obligations under this Note without the same had been prior written consent of Lender. Xxxxxxxx and their respective successors and assigns shall be jointly and severally obligated hereunder. This Note is made directly under and governed by such Additional Borrower.the laws of the State of Illinois without regard to conflict of laws principles. [remainder of page intentionally left blank; signature page follows]

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates appoints Parent as the borrowing agent and appoints the Parent Borrower as its agent, attorney-in-fact for all Borrowers (the “Borrower Representative”), which appointment shall remain in full force and legal representative effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Borrower Representative. Each Borrower hereby irrevocably appoints and authorizes Borrower Representative (a) to provide Agent with all notices with respect to Credit Extensions obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents (and any notice or instruction provided by Borrower Representative shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by Agent or any Lender to Borrower Representative in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to take such action as Borrower Representative deems appropriate on its behalf for all to obtain Credit Extensions and to exercise such other powers as are reasonably incidental thereto to carry out the purposes hereunder, including delivering borrowing and conversion notices, compliance or similar certificates; giving instructions with respect to of this Agreement. It is understood that the disbursement handling of the proceeds Credit Extensions and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the Loans; payingmost efficient and economical manner and at their request, prepaying and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any that none of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional Borrower under the Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant the Lenders shall incur liability to any Loan Document from the Parent Borrower on behalf of any Additional Borrower as a notice or communication from such Additional Borrowerresult hereof. Each warrantyBorrower expects to derive benefit, covenantdirectly or indirectly, agreement from the handling of the Credit Extensions and undertaking made by the Parent Collateral in a combined fashion since the successful operation of each Borrower is dependent on behalf the continued successful performance of the integrated group. To induce Agent and the Lenders to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees, subject to Section 13.2(b), to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any Additional Borrower shall be deemed for and all purposes to have been made by such Additional Borrower losses, claims, damages, liabilities and shall be binding upon related expenses arising out of, in connection with, or as a result of (i) the handling of the Credit Extensions and enforceable against such Additional Borrower to the same extent Collateral of Borrowers as if the same had been made directly by such Additional Borrower. Any actionherein provided, notice, delivery, receipt, acceptance, approval, rejection or (ii) Agent’s or any other undertaking under Lender’s relying on any instructions of the Loan Documents to be made by the Parent Borrower in respect Representative. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN ALL PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES, AND (C) THIS WRITTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF ANY OF THE PARTIES. [Balance of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower.Page Intentionally Left Blank]

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates and appoints the Parent Borrower GTI II as its agentrepresentative and agent on such Borrower’s behalf (in such capacity, attorney-in-fact and legal representative on its behalf “Borrower Representative”) for all the purposes hereunderof delivering certificates including Covenant Compliance Certificates, including delivering borrowing and conversion notices, compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; payingLoan, prepaying giving and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting receiving all other notices, notices and consents or other communications hereunder under this Agreement or under any of the other Loan Documents; Related Documents and taking all other actions action (including in respect of compliance with covenants) on behalf of such Additional any Borrower or the Borrowers under this Agreement or the Loan Related Documents. The Parent Borrower Representative hereby accepts such appointment. The Administrative Agent and each Notwithstanding anything to the contrary in this Agreement, Lender may regard any notice or other communication pursuant to any Loan Document Documents from the Parent Borrower on behalf of any Additional Borrower Representative as a notice or communication from such Additional Borrowerall Borrowers. Each Notwithstanding anything to the contrary in this Agreement, each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional a Borrower by Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if of the same had been made directly by such Additional Borrower. Any actionConfidential Information of Lender EXHIBIT A FORM OF NOTE [SEE ATTACHED] PFS:006273.0013.1624102.14 SENIOR SECURED NOTE DUE OCTOBER 1, notice2022 $5,000,000 October 2, delivery0000 Xxxxxxx, receiptXxxxxxxx FOR VALUE RECEIVED, acceptanceGTI-CLINIC ILLINOIS HOLDINGS, approvalLLC, rejection an Illinois limited liability company (“Holdings”), GTI MUNDELEIN PARTNERS, LLC, an Illinois limited liability company (“Mundelein Partners”), GTI MUNDELEIN, LLC, an Illinois limited liability company (“Mundelein”), GTI OGLESBY PARTNERS, LLC, an Illinois limited liability company (“Oglesby Partners”), GTI OGLESBY, LLC, an Illinois limited liability company (“Oglesby”), GTI ROCK ISLAND PARTNERS, LLC, an Illinois limited liability company (“Rock Island Partners”), GTI ROCK ISLAND, LLC, an Illinois limited liability company (“Rock Island”), GTI II, LLC, an Illinois limited liability company (“GTI II”), GTI INVESTORS, LLC, an Illinois limited liability company (“GTI Investors”), 3C COMPASSIONATE CARE CENTER, LLC, an Illinois limited liability company (“3C”), and GTI-3C, LLC, an Illinois limited liability company (“GTI-3C”), and collectively with Holdings, Mundelein Partners, Mundelein, Oglesby Partners, Oglesby, Rock Island Partners, Rock Island, GTI II, GTI Investors and 3C, together with their respective successors and assigns, “Borrower”), promises to pay to the order of Confidential Information of Lender (“Lender”), the principal sum of FIVE MILLION DOLLARS ($5,000,000), which amount shall be due and payable to Lender as provided in the Loan and Security Agreement, dated as of October 2, 2017, by and among Borrower and Lender (as amended, restated, supplemented or any other undertaking under any otherwise modified from time to time, the “Loan Agreement”). All capitalized terms used in this Senior Secured Note (“Note”) that are defined in the Loan Agreement shall have the meanings assigned to such terms in the Loan Agreement. Each Borrower, jointly and severally, promises to pay to the order of Bank interest on the aggregate unpaid principal amount hereof from time to time outstanding from the date hereof until such principal amount is paid in full at such rates and at such times as shall be determined in accordance with the provisions of the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower Agreement. Principal and accrued interest shall be deemed, where applicable, to be made payable on the dates specified in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional BorrowerLoan Agreement.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably appoints and designates and appoints the Parent Borrower Representative as its agent, representative and agent and attorney-in-fact and legal representative fact, with power of substitution, to act on its behalf for any and all purposes hereunderwith respect to the Facility Documents. Borrower Representative shall have authority to exercise on behalf of such Borrower all rights and powers that it deems, in its sole discretion, necessary, incidental or convenient in connection with the Facility Documents, including delivering borrowing and conversion noticesthe authority to issue Advance Requests, compliance or similar certificates; giving give instructions with respect to the disbursement of the proceeds of the Loans; payingAdvances, prepaying give and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting receive all other notices, notices and consents or other communications hereunder or under any of the other Loan Documents; Facility Documents and taking take all other actions (including in respect of compliance with covenants) on behalf of such Additional any Borrower or Borrowers under the Loan Facility Documents, it being the intent of each Borrower to grant to Borrower Representative plenary power to act on behalf of such Borrower in connection with and pursuant to the Facility Documents. The Parent Borrower hereby Representative hxxxxx accepts such appointment. The appointment of Borrower Representative as representative and agent and attorney-in-fact for each Borrower shall be coupled with an interest and be irrevocable so long as the Facility Documents shall remain in effect unless, if an Event of Default has occurred and is continuing, Borrower Representative is terminated by Administrative Agent by Administrative Agent providing Borrower Representative with prior written notice of Administrative Agent’s election to terminate Borrower Representative. Each Lender and each Lender Administrative Agent may regard any notice or other communication pursuant to any Loan Facility Document from the Parent Borrower on behalf of any Additional Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Additional BorrowerBorrower or Borrowers. Each Borrower agrees that each action, notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Parent Borrower on behalf of any Additional Borrower Representative shall be deemed for all purposes to have been made made, issued, entered into or executed and delivered by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made made, issued, entered into or executed and delivered directly by such Additional Borrower. Any actionUpon any such termination of Borrower Representative’s designation hereunder, noticeany obligation of Borrower Representative under the Facility Documents shall cease to be an obligation of Borrower Representative and shall be deemed to be an obligation of the applicable Borrower. Borrower Representative shall forward to each applicable Borrower any notices, delivery, receipt, acceptance, approval, rejection invoices and other information requested by or received from Administrative Agent or any other undertaking under any of the Loan Documents to Lender immediately upon receipt by Borrower Representative. Borrower Representative may not resign nor be made by the Parent Borrower removed from acting in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s its capacity as representative and agent on behalf and attorney-in-fact of such Additional Borrower, and each Borrower by any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to so long as the same extent as if the same had been made directly by such Additional BorrowerFacility Documents remain in effect.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates and appoints the Parent Borrower Roadrunner as its agent, attorney-in-fact representative and legal representative agent on its behalf for all the purposes hereunderof issuing Notices of Borrowing and Notices of Conversion/Continuation, including delivering borrowing and conversion notices, compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting giving and rejecting receiving all other notices, notices and consents or other communications hereunder or under any of the other Loan Documents; Documents and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional any Borrower or Borrowers under the Loan Documents. The Parent Borrower Representative hereby accepts such appointment. Notwithstanding anything to the contrary contained in this Agreement, no Borrower other than Borrower Representative shall be entitled to take any of the foregoing actions. The proceeds of each Loan made hereunder shall be advanced to or at the direction of Borrower Representative and if not used by Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be immediately advanced by Borrower Representative to the appropriate other Borrowers hereunder as an intercompany loan (collectively, “Intercompany Loans”). All collections of each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower received by Administrative Agent and applied to the Obligations shall be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Parent Borrower on behalf of any Additional Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or all Borrowers hereunder to Borrower Representative on behalf of such Additional BorrowerBorrower or all Borrowers. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Parent Borrower on behalf of any Additional Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably appoints and designates and appoints the Parent Borrower Representative as its agent, representative and agent and attorney-in-fact and legal representative fact, with power of substitution, to act on its behalf for any and all purposes hereunderwith respect to the Facility Documents. Borrower Representative shall have authority to exercise on behalf of such Borrower all rights and powers that it deems, in its sole discretion, necessary, incidental or convenient in connection with the Facility Documents, including delivering borrowing and conversion noticesthe authority to issue Advance Requests, compliance or similar certificates; giving give instructions with respect to the disbursement of the proceeds of the Loans; payingAdvances, prepaying give and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting receive all other notices, notices and consents or other communications hereunder or under any of the other Loan Documents; Facility Documents and taking take all other actions (including in respect of compliance with covenants) on behalf of such Additional any Borrower or Borrowers under the Loan Facility Documents, it being the intent of each Borrower to grant to Borrower Representative plenary power to act on behalf of such Borrower in connection with and pursuant to the Facility Documents. The Parent Borrower Representative hereby accepts such appointment. The appointment of Borrower Representative as representative and agent and attorney-in-fact for each Borrower shall be coupled with an interest and be irrevocable so long as the Facility Documents shall remain in effect unless, if an Event of Default has occurred and is continuing, Borrower Representative is terminated by Administrative Agent by Administrative Agent providing Borrower Representative with prior written notice of Administrative Agent’s election to terminate Borrower Representative. Each Lender and each Lender Administrative Agent may regard any notice or other communication pursuant to any Loan Facility Document from the Parent Borrower on behalf of any Additional Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Additional BorrowerBorrower or Borrowers. Each Borrower agrees that each action, notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Parent Borrower on behalf of any Additional Borrower Representative shall be deemed for all purposes to have been made made, issued, entered into or executed and delivered by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made made, issued, entered into or executed and delivered directly by such Additional Borrower. Any actionUpon any such termination of Borrower Representative’s designation hereunder, noticeany obligation of Borrower Representative under the Facility Documents shall cease to be an obligation of Borrower Representative and shall be deemed to be an obligation of the applicable Borrower. Borrower Representative shall forward to each applicable Borrower any notices, delivery, receipt, acceptance, approval, rejection invoices and other information requested by or received from Administrative Agent or any other undertaking under any of the Loan Documents to Lender immediately upon receipt by Borrower Representative. Borrower Representative may not resign nor be made by the Parent Borrower removed from acting in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s its capacity as representative and agent on behalf and attorney-in-fact of such Additional Borrower, and each Borrower by any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to so long as the same extent as if the same had been made directly by such Additional BorrowerFacility Documents remain in effect.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably appoints and designates and appoints the Parent Borrower Representative as its agent, representative and agent and attorney-in-fact and legal representative fact, with power of substitution, to act on its behalf for any and all purposes hereunderwith respect to the Facility Documents. Borrower Representative shall have authority to exercise on behalf of such Borrower all rights and powers that it deems, in its sole discretion, necessary, incidental or convenient in connection with the Facility Documents, including delivering borrowing and conversion noticesthe authority to issue Advance Requests, compliance or similar certificates; giving give instructions with respect to the disbursement of the proceeds of the Loans; payingAdvances, prepaying give and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting receive all other notices, notices and consents or other communications hereunder or under any of the other Loan Documents; Facility Documents and taking take all other actions (including in respect of compliance with covenants) on behalf of such Additional any Borrower or Borrowers under the Loan Facility Documents, it being the intent of each Borrower to grant to Borrower Representative plenary power to act on behalf of such Borrower in connection with and pursuant to the Facility Documents. The Parent Borrower hereby Representative hxxxxx accepts such appointment. The appointment of Borrower Representative as representative and agent and attorney-in-fact for each Borrower shall be coupled with an interest and be irrevocable so long as the Facility Documents shall remain in effect unless, if an Event of Default has occurred and is continuing, Borrower Representative is terminated by Administrative Agent by Administrative Agent providing Borrower Representative with prior written notice of Administrative Agent’s election to terminate Borrower Representative. Each Lender and each Lender Administrative Agent may regard any notice or other communication pursuant to any Loan Facility Document from the Parent Borrower on behalf of any Additional Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Additional BorrowerBorrower or Borrowers. Each Borrower agrees that each action, notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Parent Borrower on behalf of any Additional Borrower Representative shall be deemed for all purposes to have been made made, issued, entered into or executed and delivered by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made made, issued, entered into or executed and delivered directly by such Additional Borrower. Any actionUpon any such termination of Borrower Representative’s designation hereunder, noticeany obligation of Borrower Representative under the Facility Documents shall cease to be an obligation of Borrower Representative and shall be deemed to be an obligation of the applicable Borrower. Borrower Representative shall forward to each applicable Borrower any notices, delivery, receipt, acceptance, approval, rejection invoices and other information requested by or received from Administrative Agent or any other undertaking under any of the Loan Documents to Lender immediately upon receipt by Borrower Representative. Borrower US_ACTIVE\122150446\V-5 Representative may not resign nor be made by the Parent Borrower removed from acting in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s its capacity as representative and agent on behalf and attorney-in-fact of such Additional Borrower, and each Borrower by any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to so long as the same extent as if the same had been made directly by such Additional BorrowerFacility Documents remain in effect.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates appoints Anixter as the borrowing agent and appoints the Parent Borrower as its agent, attorney-in-fact for all Borrowers (the “Borrower Representative”) which appointment shall remain in full force and legal representative effect unless and until Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Borrower Representative. Each Borrower hereby irrevocably appoints and authorizes the Borrower Representative (a) to provide Administrative Agent with all notices with respect to Revolving Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents (and any notice or instruction provided by Borrower Representative shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by any member of the Lender Group to the Borrower Representative in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to take such action as the Borrower Representative deems appropriate on its behalf for to obtain Revolving Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all purposes hereunderliability, including delivering borrowing expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Loan Account and conversion noticesCollateral of Borrowers as herein provided, compliance or similar certificates; giving (ii) the Lender Group’s relying on any instructions of the Borrower Representative, except that Borrowers will have no liability to the relevant Administrative Agent-Related Person or Lender-Related Person under this Section 17.13 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the disbursement of the proceeds of the Loans; paying, prepaying and reducing Loans, Commitments gross negligence or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf willful misconduct of such Additional Borrower under Administrative Agent-Related Person or Lender-Related Person, as the Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender case may regard any notice or other communication pursuant to any Loan Document from the Parent Borrower on behalf of any Additional Borrower as a notice or communication from such Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrowerbe.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) Each Additional Borrower hereby irrevocably designates is designated and appoints appointed by each of the Parent Borrower other Borrowers as its agent, attorney-in-fact representative and legal representative agent on its behalf for all purposes hereunder(the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Term/Mortgage Committed Loan Notices, Floor Plan Committed Loan Notices, requests pursuant to a Floor Plan Automated System and other borrowing requests, interest rate elections, notices of various events and occurrences required by this Agreement, and certificates including delivering borrowing Compliance Certificates, and conversion notices, compliance or similar certificates; giving to give instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying give and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting receive all other notices, notices and consents or other communications hereunder or under any of the other Loan Documents; Credit Documents and taking take all other actions (including in respect of compliance with covenants) on behalf of such Additional any Borrower or Borrowers under the Loan Credit Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may are irrevocably authorized to regard any notice or other communication pursuant to any Loan Credit Document from the Parent Borrower on behalf of any Additional Borrower Representative as a notice or communication from all Borrowers or, as the context may require, the applicable Borrowers referred to in such Additional Borrowernotice or other communication. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any actionThis power-of-attorney is coupled with an interest and cannot be revoked, notice, delivery, receipt, acceptance, approval, rejection modified or any other undertaking under any amended without the prior written consent of the Loan Documents to be Required Lenders. Each warranty, covenant, agreement and undertaking made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower, Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates appoints Coltec, and appoints Coltec agrees to act under this Agreement, as the Parent agent and representative of itself and each other Borrower as its agent, attorney-in-fact and legal representative on its behalf for all purposes hereunderunder this Agreement (in such capacity, “Borrower Representative”), including delivering borrowing requesting Borrowings, submitting LC Requests, selecting whether any Loan or portion thereof is to bear interest as a Base Rate Loan or a LIBOR Loan, and conversion noticesreceiving account statements and other notices and communications to Borrowers (or any of them) from Agent. Agent may rely, compliance or similar certificates; giving instructions with respect to the and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, LC Request, disbursement of the proceeds of the Loans; payinginstructions, prepaying and reducing Loansreports, Commitments information, Borrowing Base Certificate or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional Borrower under the Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Parent made or given by Borrower Representative, whether in its own name, on behalf of any Additional Borrower as a notice or communication on behalf of “the Borrowers,” and Agent shall have no obligation to make any inquiry or request any confirmation from such Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower or on behalf of any Additional other Borrower shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower as to the same extent binding effect on such Borrower of any such Notice of Borrowing, Notice of Conversion Continuation, LC Request, instruction, report, information, Borrowing Base Certificate or other notice or communication, nor shall the joint and several character of Borrowers’ liability for the Obligations be affected, provided that the provisions of this Section 4.4 shall not be construed so as if to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by “a Borrower” hereunder. In addition to the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any separate accounts to be maintained for the Loans and Obligations of Xxxxxxx Sealing and the Loans and Obligations of the Excess Collateral Providers pursuant to Section 5.7, Agent may maintain a single Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made Account in the Parent name of “Coltec” or “EnPro” hereunder, and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of such Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed liability for all purposes to have been made by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional BorrowerObligations.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates and appoints the Parent Borrower as its agent, attorney-in-fact and legal representative Borrower Representative. The Borrower Representative will be acting as agent on its each Borrower’s behalf for all the purposes hereunder, including delivering borrowing of issuing notices of Borrowing and conversion notices of conversion/continuation of any Loans pursuant to Section 2.02 or similar notices, compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receivingrequesting Letters of Credit, accepting giving and rejecting receiving all other notices, notices and consents or other communications hereunder or under any of the other Loan Documents; , entering into amendments, waivers, supplements or other modifications with respect to any Loan Document, and taking all other actions (including in respect of compliance with covenantscovenants and certifications) on behalf of such Additional any Borrower or the Borrowers under the Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent Each Borrower agrees that each notice, election, representation and each Lender may regard any notice or other communication pursuant to any Loan Document from the Parent Borrower on behalf of any Additional Borrower as a notice or communication from such Additional Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the Parent Borrower on behalf of any Additional Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any actionEach Borrower hereby releases the Parent Borrower to the extent possible from any restrictions on representing several persons and self-dealing applicable to it under any applicable law. The Borrowers may appoint a different (or additional) Person as Borrower Representative at any time by delivering written notice to the Administrative Agent. Notwithstanding anything herein to the contrary, any notice, deliveryagreement, receiptdocument, acceptanceor other communication, approvalor any action or obligation, rejection in each case, that is required by this Agreement or any other undertaking under any of the Loan Documents Document to be made provided or taken by the Borrower Representative or the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made be valid or satisfied, as applicable, if given, taken, delivered or otherwise satisfied by such Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional any Borrower.

Borrower Representative. (a) Each Additional Borrower hereby irrevocably designates appoints Holdings as the borrowing agent and appoints the Parent Borrower as its agent, attorney-in-fact and legal representative on its behalf for all purposes hereunderBorrowers (the “Borrower Representative”) which appointment shall remain in full force and effect unless and until Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed as to the Borrower Representative. Each Borrower hereby irrevocably appoints and authorizes the Borrower Representative (a) to provide the Administrative Agent with all requests, including delivering borrowing and conversion notices, compliance or similar certificates; giving instructions and certificates with respect to the disbursement Loans obtained and all other notices and instructions under this Agreement and (b) to take such action as the Borrower Representative deems appropriate on its behalf with respect to the Loans and to exercise such other powers and take such actions as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the proceeds Loans and Collateral of the Loans; payingBorrowers in a combined fashion, prepaying as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and reducing Loanseconomical manner and at their request, Commitments or any other amounts owing under and that the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf of such Additional Borrower under the Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant the Lenders shall not incur liability to any Loan Document from the Parent Borrower on behalf of any Additional Borrower as a notice result hereof Each Borrower will derive benefit, directly or communication indirectly, from such Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any handling of the Loan Documents to be made by Loans and the Parent Collateral in a combined fashion since the successful operation of each Borrower in respect is dependent on the continued successful performance of the Obligations of any Additional Borrower shall be deemedintegrated group. TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO DO SO, where applicableAND IN CONSIDERATION THEREOF, to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional BorrowerTHE BORROWERS HEREBY JOINTLY AND SEVERALLY AGREE TO INDEMNIFY EACH INDEMNITEE AND HOLD EACH INDEMNITEE HARMLESS AGAINST ANY AND ALL LIABILITY, and any such actionEXPENSE, noticeLOSS OR CLAIM OF DAMAGE OR INJURY, deliveryMADE AGAINST ANY INDEMNITEE BY ANY BORROWER OR BY ANY THIRD PARTY WHOMSOEVER, receiptARISING FROM OR INCURRED BY REASON OF (A) THE ADMINISTRATION OF THE LOANS AND COLLATERAL, acceptance(B) THE ADMINISTRATIVE AGENT OR ANY LENDER RELYING ON ANY NOTICES, approvalINSTRUCTIONS, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional BorrowerCERTIFICATES OR REQUESTS OF THE BORROWER REPRESENTATIVE, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional BorrowerOR (C) ANY OTHER ACTION TAKEN BY THE ADMINISTRATIVE AGENT AND THE LENDERS HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS. THE ADMINISTRATIVE AGENT AND THE LENDERS AND THEIR RELATED PARTIES SHALL NOT BE LIABLE TO THE BORROWERS FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY THE BORROWER REPRESENTATIVE PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

Borrower Representative. Each Borrower (aother than the U.S. Borrower) Each Additional Borrower hereby irrevocably (i) designates and appoints the Parent U.S. Borrower as its agent, Borrower Representative and (ii) designates the Parent to act on its behalf. The Borrower Representative and/or Parent will be acting as agent and attorney-in-fact and legal representative on its each Borrower’s behalf for all the purposes hereunder, including delivering borrowing of issuing notices of Borrowing and conversion notices of conversion/continuation of any Loans pursuant to Section 2.02 or similar notices, compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying and reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receivingrequesting Letters of Credit, accepting giving and rejecting receiving all other notices, notices and consents or other communications hereunder or under any of the other Loan Documents; Documents and taking all other actions (including in respect of compliance with covenantscovenants and certifications) on behalf of such Additional any Borrower or the Borrowers under the Loan Documents. The For the purposes of this Section 1.13, each Borrower (other than the U.S. Borrower) hereby relieves the Borrower Representative and the Parent to the fullest extent legally possible from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable pursuant to any other applicable law. Each of the Borrower Representative and the Parent hereby accepts such appointment. The Administrative Agent Each Borrower agrees that each notice, election, representation and each Lender may regard any notice or other communication pursuant to any Loan Document from the Parent Borrower on behalf of any Additional Borrower as a notice or communication from such Additional Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the Parent Borrower on behalf of any Additional Borrower Representative or the Parent, as applicable, shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. Any actionThe Administrative Agent, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower L/C Issuers and each Lender shall be deemed, where applicable, entitled to be made in the Parent Borrower’s capacity as representative and agent on behalf of such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Additional Borrowerrely, and shall be binding fully protected in relying, upon any notice or other communication pursuant to any Loan Document from the Borrower Representative or the Parent and enforceable against may regard any such Additional Borrower notice or other communication as a notice or communication from all Loan Parties. Except as otherwise expressly provided by this Agreement or any Loan Document, the Administrative Agent, the L/C Issuers and the Lenders, and their respective Related Parties, shall not be liable to the same extent as if Borrower Representative, the same had been made directly Parent or any Borrower for any action taken or omitted to be taken by such Additional Borrowerthe Borrower Representative, the Parent or the Borrowers pursuant to this Section 1.13.