Common use of Joint and Several Liability Clause in Contracts

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor.

Joint and Several Liability. Each The representations, covenants, warranties and obligations of Parent Borrower hereunder are joint and several. In the event of (a) any payment by any one or more of the Borrowers of any amount in excess of its respective Proportional Amount, or (b) the foreclosure of, or the delivery of deeds in lieu of foreclosure relating to, any of the Collateral owned by one or more of the Borrowers, each Borrower (the “Overpaying Borrower”) that has paid more than its Proportional Amount or whose Collateral or assets have been utilized to satisfy obligations under the Loan or otherwise for the benefit of one or more other Borrowers shall be entitled, after payment in full of the Indebtedness and the Joined Subsidiaries is accepting joint and several liability hereunder and satisfaction of all the Borrowers’ other obligations to the Lender under the other Loan Documents in consideration Documents, to contribution from each of the financial accommodations benefited Borrowers (i.e., the Borrowers, other than the Overpaying Borrower, who have paid less than their respective Proportional Amount or whose Collateral or assets have not been so utilized to be provided by Lender satisfy obligations under this Agreement, the Loan) for the mutual benefitamounts so paid, directly and indirectlyadvanced or benefited, of each of Parent and the Joined Subsidiaries and up to such benefited Borrower’s then current Proportional Amount. Such right to contribution shall be subordinate in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect all respects to the payment and performance of all of Loan. As used herein, the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment “Proportional Amount” with respect to any Borrower shall equal the amount derived as follows: (a) the ratio of the Secured Obligations as and when due or to perform any aggregate amount of the Secured Obligations Loan allocable to the Property or Properties in accordance with which such Borrower has an interest to the terms thereof, then in each such event, outstanding Principal Indebtedness; times (b) the other Persons composing Borrower will make such payment with respect to, aggregate amount paid or perform, such Secured Obligation. Each of Parent and payable by the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or Borrowers under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor(including interest).

Joint and Several Liability. Each JOINT ACCOUNT If more than one individual is establishing an account with LPL, the obligations of Parent and the Joined Subsidiaries is accepting all persons establishing such Account under this Agreement shall be joint and several liability hereunder several. If this is a joint account, each of you signing the Account Application and under Agreement (each a “joint owner”) agrees that each joint owner shall have authority to (a) buy, sell, and otherwise deal in, through LPL as a broker, securities and/or other property, (b) to receive confirmations, statements and communications of every kind related to the Account, (c) to receive and dispose of money, securities and/or other property in the Account, (d) to make, terminate, or modify this Agreement and any other written agreement relating to the Account or waive any of the provisions of such agreements, and (e) generally to deal with LPL as if each of you alone was the sole owner of the Account, all without notice to the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligationsowner(s). Each of Parent you agrees that notice to any joint owner shall be deemed to be notice to all joint owners. LPL may follow the instructions of any of the joint owners concerning the Account and make delivery to any of the Joined Subsidiariesjoint owners of any and all securities and/or other property in the Account, and make payments to any of the joint owners, of any or all moneys in the Account as any of the joint owners may order and direct, even if such deliveries and/or payments shall be made to one of the joint owners personally. LPL shall be under no obligation to inquire into the purpose of any such demand for such deliveries and/or payments. In the event of the death of any of the joint owners, the surviving joint owner(s) shall immediately give LPL written notice thereof. The estate of any deceased joint owner shall be liable and each survivor will be liable, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as to LPL for any debt or loss in the Account resulting from the completion of transactions initiated prior to LPL’s receipt of a surety but also as a co-debtor, joint and several liability with respect to written notice of such death or debt or loss incurred in the payment and performance of all liquidation of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being Account or the intention adjustment of Parent and the Joined Subsidiaries that all the Secured Obligations shall be interests of the joint and several obligations of Parent and owners. LPL reserves the Joined Subsidiaries without preferences or distinction among them. If and right to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereofrequire written instructions from all Account holders, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of at its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefordiscretion.

Joint and Several Liability. Each Where the Consultant comprises more than one person, the terms, conditions and warranties of Parent this Panel Agreement and any Engagement will bind all such persons jointly and each of them severally. Where the Joined Subsidiaries Consultant comprises more than one person or the Consultant is accepting joint or would be otherwise jointly or severally liable to the Commonwealth with any other person (whether in contract, in tort for negligence or otherwise), each person comprising the Consultant: warrants that it will be responsible to the Commonwealth for the acts and several liability hereunder and under omissions (including breaches of contract) of the other Loan Documents in consideration of person comprising the financial accommodations to Consultant or the other person with whom the Consultant is or would be provided by Lender under this Agreement, otherwise jointly and severally liable (Other Person) as if those acts and omissions were its own; for the mutual benefitpurposes of subparagraph (i), directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of warrants that it will: review all of the Secured Obligations activities of the Other Person under or in connection with this Panel Agreement or the performance of Services (including, without limitation, Other's Activities); and identify and rectify all errors or defects in or omissions from the Other's Activities or any Secured Obligations other aspect of the Other's Activities which is not in accordance with the relevant contractual requirements; unconditionally and irrevocably guarantees to the Commonwealth that the Other Person will discharge all of its liabilities to the Commonwealth arising under this Section 11.18out of or in connection with the Other's Activities (Other's Liabilities), it being ; unconditionally undertakes to pay to the intention Commonwealth on demand any amount demanded in writing by the Commonwealth on account of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and Other's Liabilities to the extent that any they have not been discharged by the Other Person; and as a separate, additional and primary liability, unconditionally and irrevocably indemnifies the Commonwealth from and against all costs, expenses, losses and damages incurred or suffered by the Commonwealth as a result of Parent or in connection with: the Other's Activities or the Joined Subsidiaries shall fail to make any payment with respect to any Other's Liabilities; or a breach of the Secured Obligations as and when due warranty in paragraph (b) or a failure by the person to perform any of its obligations under this clause 11.3. To the Secured Obligations in accordance with the terms thereof, then in each such eventmaximum extent permitted by law, the other Persons composing Borrower will make such payment with respect toliability of a party under paragraph (b)(iii), (iv) or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it (v) will not enforce be affected by any of its rights of contribution act, omission, matter or subrogation against any other Persons composing Borrower with respect thing that would otherwise operate in law or in equity to any liability incurred by it hereunder reduce or under any of release the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforparty from that liability.

Joint and Several Liability. Each Borrowers shall be liable for all Obligations due to Agent, Issuing Bank and Secured Parties under this Agreement, regardless of Parent which Borrower actually receives the Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrower, and the Joined Subsidiaries is accepting Obligations arising as a result of the joint and several liability hereunder of a Borrower hereunder, with respect to Loans and under Letters of Credit or other extensions of credit made to the other Loan Documents in consideration Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability of a Borrower hereunder with respect to Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor or any other security therefor, or the absence of any other action to enforce the same, (c) the failure by Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Secured Obligations. Each Obligations of Parent the other Borrowers and Guarantors, (d) the election of Agent in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (e) the disallowance of all or any portion of the claim(s) of Agent for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Code, or (f) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment of the Obligations and the Joined Subsidiarieswillful misconduct, jointly and severallybad faith or gross negligence of Agent, hereby irrevocablyany Issuing Bank or Lenders as determined pursuant to a final, absolutely and unconditionally accepts, not merely non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of a Borrower hereunder with respect to Loans, Letters of Credit or other extensions of credit made to the payment other Borrowers hereunder, each Borrower and performance of all of Guarantor waives, until the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim immediately available funds and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which any of Parent Agent now has or the Joined Subsidiaries may hereafter have against Borrowers and Guarantors, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent. Upon any Event of Default and for so long as the same is continuing, Agent may proceed directly and at once, without notice, against any Borrower or Guarantor to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Persons composing Person, or against any security or collateral for the Obligations. Each Borrower with respect and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any payments to Lender hereunder assets in favor of Borrower(s) or under Guarantors against or in payment of any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries U.S. Co-Borrower is accepting joint and several liability with the other U.S. Co-Borrower hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender the Administrative Agent, the Collateral Agents, the Issuing Banks and the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries U.S. Co-Borrower and in consideration of their the undertakings of the other U.S. Co-Borrower to accept joint and several liability for the Secured ObligationsObligations of the U.S. Co-Borrower. Each of Parent and the Joined SubsidiariesU.S. Co-Borrower, jointly and severally, hereby irrevocably, absolutely irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other U.S. Co-Borrower, with respect to the payment and performance of all of the Secured Obligations (including, without limitation, including any Secured Obligations arising under this Section 11.182.22), it being the intention of Parent and the Joined Subsidiaries parties hereto that all the Secured Obligations of the U.S. Co-Borrowers shall be the joint and several obligations of Parent and the Joined Subsidiaries each U.S. Co-Borrower without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries U.S. Co-Borrower shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, event the other Persons composing U.S. Co-Borrower will make such payment with respect to, or perform, such Secured Obligation. Each The Obligations of Parent each U.S. Co-Borrower under the provisions of this Section 2.22 constitute the absolute and unconditional, full recourse Obligations of each U.S. Co-Borrower enforceable against each such U.S. Co-Borrower to the Joined Subsidiaries hereby agrees that it will not enforce any full extent of its rights properties and assets, irrespective of contribution the validity, regularity or subrogation against enforceability of this Agreement or any other Persons composing circumstances whatsoever. Nothing contained in this Section 2.22 shall effect the obligations of any U.S. Co-Borrower with respect to or any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or Party under any other Loan Documents are hereby expressly made subordinate and junior in right provision of payment, without limitation as to any increases in the Secured Obligations arising hereunder this Agreement (including Article X hereof) or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforLoan Document.

Joint and Several Liability. Each of Parent Borrower shall be jointly and severally liable for all amounts due to Agent and Lenders under this Agreement and the Joined Subsidiaries is accepting joint other Financing Agreements, regardless of which Borrower actually received the Loans hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans or other extensions of credit on its books and several liability hereunder and under records. All references herein or in any of the other Loan Documents in consideration Financing Agreements to any of the financial accommodations obligations of Borrowers to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the make any payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations hereunder or thereunder shall be the constitute joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among themBorrowers. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment The Obligations with respect to any Loans made to a Borrower, and the Obligations arising as a result of the Secured Obligations as joint and when due or to perform any several liability of the Secured Obligations in accordance with the terms thereofa Borrower hereunder, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any Loans made to the other Borrower, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and several liability incurred of a Borrower hereunder with respect to Loans or other extensions of credit made to the other Borrower shall, to the fullest extent permitted by it hereunder law, be unconditional irrespective of (a) the validity or under any enforceability, avoidance or subordination of the Obligations of the other Loan DocumentsBorrower or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrower, (b) the absence of any attempt to collect the Obligations from the other Borrower, any payments made Obligor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by it to Agent or any Lender with respect to any provisions of any instrument evidencing the Obligations of the Secured Obligations other Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to Agent or any Lender, (d) the failure by Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral security therefor until such time as all for the Obligations of the Secured other Borrower, (e) the election of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of Agent or any Lender for the repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of an Obligor or of the other Borrower. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans or other extensions of credit made to the other Borrower hereunder, each Borrower waives, until the Obligations shall have been paid in full in cash. Any claim and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or any of Parent Lender now has or the Joined Subsidiaries may hereafter have against any Borrower or Obligor and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. At any time an Event of Default exists or has occurred and is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate Person, or against any security or collateral for the Obligations. Each Borrower consents and junior agrees that Agent and Lenders shall be under no obligation to marshal any assets in right favor of payment, without limitation as to any increases Borrower or against or in the Secured Obligations arising hereunder payment of any or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each of Parent the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the Joined Subsidiaries is accepting other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Term Loans extended to or on behalf of any Borrower shall be deemed to be Term Loans extended for or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability hereunder and under of the Borrowers provided for in this subsection 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Loan Documents in consideration of Borrowers may hereafter agree (other than an agreement signed by the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent Administrative Agent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18Lenders specifically releasing such liability), it being nor by any delay, extension of time, renewal, compromise or other indulgence granted by the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences Administrative Agent or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against Lender first to resort to any other Persons composing right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any payments to Lender hereunder of the Obligations, the Notes, this Agreement or under any other Loan Documents are Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any collateral. Each Borrower hereby expressly made subordinate irrevocably waives and junior releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this subsection 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of paymentsubrogation (whether contractual, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash under Section 509 of the Secured Obligations andBankruptcy Code or otherwise), in the event reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting (a) All Borrowers shall be liable, on a joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreementbasis, for the mutual benefitall Obligations, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, all amounts due to Agent and Lenders under this Agreement and the Other Documents, regardless of which Borrower actually receives the Advances or other proceeds of the Obligations or the manner in which Agent and Lenders account for such Advances or other Obligations on its books and records or for any Secured other reason. The Obligations with respect to Advances made to a Borrower, and the Obligations arising under this Section 11.18), it being the intention as a result of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several liability of a Borrower hereunder, with respect to Advances made to the other Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of Parent all Borrowers. The Obligations arising as a result of the joint and the Joined Subsidiaries without preferences several liability of a Borrower hereunder with respect to Advances or distinction among them. If and other Obligations shall, to the fullest extent that permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of Parent the Obligations of the other Borrowers, (ii) any incapacity or lack of power, authority or legal personality of any other Borrower or other Person, (iii) the absence of any attempt to collect the Obligations from the other Borrowers or any other security therefor, or the Joined Subsidiaries shall fail absence of any other action to make enforce or failure to realize the full value of the same, (iv) any payment amendment (however fundamental) replacement variation, assignment termination and/or the waiver, consent, extension, forbearance or granting of any indulgence by Agent or Lenders with respect to any provisions of any instrument evidencing the Obligations of the Secured Obligations as other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and when due delivered to Agent or Lenders, (v) the failure by Agent, Lenders or any other Person to take any steps to perfect and maintain its Lien in, or to perform any preserve its rights and maintain its security or collateral for the Obligations of the Secured other Borrowers, (vi) the election of Agent, Lenders or any other Person in any proceeding instituted under Title 11 of the United States Code, as amended (“Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code, (vii) the disallowance of all or any portion of the claim(s) of Agent, Lenders or any other Person for the repayment of the Obligations in accordance with the terms thereof, then in each such event, of the other Persons composing Borrower will make such payment with Borrowers under Section 502 of the Bankruptcy Code, (viii) any insolvency, liquidation, administration or similar procedure or corporate action in respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to and/or any liability incurred legal proceedings or procedures by it hereunder or under any of the other Loan Documents, Borrowers’ creditors or (ix) any payments made by it other circumstances which might constitute a legal or equitable discharge or defense of the other Borrowers. With respect to Lender the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to any Advances, Letters of the Secured Obligations Credit or any collateral security therefor other Obligations, each Borrower waives, until such time as all of the Secured Obligations have been paid Paid in full in cash. Any claim Full, any right to enforce any right of subrogation or any remedy which Agent, Lenders or any of Parent other Person now has or the Joined Subsidiaries may hereafter have against Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent, Lenders or any other Persons composing Person. Upon any Event of Default and for so long as the same is continuing, Agent and Lenders may proceed directly and at once, without notice, against any Borrower with respect to collect and recover the full amount, or any payments to Lender hereunder portion of the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that none of Agent, Lenders or any other Person shall be under any obligation to marshal any assets in favor of Borrowers or any other Loan Documents are hereby expressly made subordinate and junior Person or against or in right payment of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each of Parent The Co-Borrowers hereby acknowledge, covenant and the Joined Subsidiaries is accepting joint agree that all Obligations, liabilities and several liability hereunder covenants made, incurred and undertaken by them under this Agreement and the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept are on a joint and several liability for the Secured Obligationsbasis, including all obligations to pay principal, interest, fees, costs, and expenses. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a coCo-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries Borrowers hereby agrees that it will not enforce exercise any of its rights of subrogation which it may at any time otherwise have as a result of this Agreement (whether contractual, under Section 509 of the U.S. Bankruptcy Code, or otherwise) to the claims of the Lenders or any Bank Product Provider against the Co-Borrowers, any Guarantor or any other guarantor of the Obligations of the Co-Borrowers owing to the Lenders or such Bank Product Provider (collectively, the “Other Parties”) and all contractual, statutory or common law rights of reimbursement, contribution or subrogation against indemnity from any other Persons composing Borrower with respect to Other Party which it may at any liability incurred by it hereunder or under any time otherwise have as a result of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor this Agreement until such time as all of the Secured Obligations (other than contingent indemnification obligations) shall have been paid in full in cashand the Commitments have been terminated. Any claim Each of the Co-Borrowers hereby further agrees not to exercise any right to enforce any other remedy which the Administrative Agent, the Lenders or any of Parent Bank Product Provider now have or the Joined Subsidiaries may hereafter have against any other Persons composing Borrower with respect to Other Party, any payments to Lender hereunder endorser or under any other Loan Documents are hereby expressly made subordinate and junior in right guarantor of payment, without limitation as to all or any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash part of the Secured Obligations and, in of the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent Co-Borrowers or the Joined SubsidiariesGuarantors and any benefit of, their respective debt and any right to participate in, any security or assets, whether voluntary collateral given to or involuntary, all for the benefit of the Lenders and/or the Bank Product Providers to secure payment of the Obligations of the Co-Borrowers and the Guarantors until such Secured time as the Obligations (other than contingent indemnification obligations) shall be have been paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforand the Commitments have been terminated.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries Issuers is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations accommodation to be provided by Lender the Purchasers under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries Issuers and in consideration of their the undertakings of each of the Issuers to accept joint and several liability for the Secured Obligationsobligations of each of them. Each of Parent and the Joined Subsidiaries, Issuers jointly and severally, severally hereby irrevocably, absolutely irrevocably and unconditionally accepts, not merely as a surety surety, but also as a co-debtor, joint and several liability with the other Issuers with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18)Agreement and the other Loan Documents, it being the intention of Parent and the Joined Subsidiaries parties hereto that all the Secured Obligations shall be the joint and several obligations of Parent and each of the Joined Subsidiaries Issuers without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries Issuers shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower Issuers will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby Issuers further agrees that it will not enforce shall have no right of subrogation, indemnity, reimbursement or contribution against the other Issuers for amounts so paid under this Agreement until such time as the Purchasers have been indefeasibly paid in full and all Obligations under this Agreement have been terminated. The obligations of each Issuer under the provisions of this Section 1.4 constitute full recourse obligations of such Issuer, enforceable against it to the full extent of its properties and assets. The provisions of this Section 1.4 are made for the benefit of the Purchasers and their successors and assigns, and may be enforced by them from time to time against any of the Issuers as often as occasion therefor may arise and without requirement on the part of any of the Purchasers first to marshal any of its claims or to exercise any of its rights of contribution against the other Issuers or subrogation to exhaust any remedies available to it against the other Issuers or to resort to any other Persons composing Borrower with respect to source or means of obtaining payment of any liability incurred by it of the Obligations hereunder or under to elect any other remedy. The provisions of this Section 1.4 shall remain in effect until all the Obligations shall have been indefeasibly paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by the Purchasers upon the insolvency, bankruptcy or reorganization of any of the Issuers, or otherwise, the provisions of this Section 1.4 will forthwith be reinstated and in effect as though such payment had not been made. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, any payments made by it to Lender with respect to the extent the Obligations of any of the Secured Obligations Issuers shall be adjudicated to be invalid or unenforceable for any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of paymentreason (including, without limitation as limitation, because of any applicable Laws relating to any increases in fraudulent conveyances or transfers) then the Secured Obligations arising of such Issuer hereunder or thereunder, shall be limited to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding maximum amount that is permissible under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforapplicable Law.

Joint and Several Liability. Each Borrowers shall be liable for all amounts due to Agent, Issuing Banks and Lenders under this Agreement, regardless of Parent which Borrower actually receives the Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans and Letters of Credit or other extensions of credit made to a Borrower, and the Joined Subsidiaries is accepting Obligations arising as a result of the joint and several liability hereunder of a Borrower hereunder, with respect to Loans and under Letters of Credit or other extensions of credit made to the other Loan Documents in consideration Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability of a Borrower hereunder with respect to Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by Agent with respect to any provisions of any instrument evidencing the Obligations of the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and Guarantors and delivered to Agent, (d) the failure by Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Secured ObligationsObligations of the other Borrowers and Guarantors, (e) the election of Agent in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of Agent for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of any Obligor, other than the willful misconduct or gross negligence of Agent, any Issuing Bank or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. Each of Parent and With respect to the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of a Borrower hereunder with respect to Loans, Letters of Credit or other extensions of credit made to the payment other Borrowers hereunder, each Borrower and performance of all of Guarantor waives, until the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim immediately available funds and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which any of Parent Agent now has or the Joined Subsidiaries may hereafter have against Borrowers and Guarantors, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent. Upon any Event of Default and for so long as the same is continuing, Agent may proceed directly and at once, without notice, against any Borrower or Guarantor to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Persons composing Person, or against any security or collateral for the Obligations. Each Borrower with respect and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any payments to Lender hereunder assets in favor of Borrower(s) or under Guarantors against or in payment of any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each of Parent the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the Joined Subsidiaries is accepting other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans or other Credit Extensions extended to or on behalf of any Borrower or requested by any Borrower shall be deemed to be Loans or Credit Extensions extended for or on behalf of each of the Borrowers, and each Borrower hereby authorizes each other Borrower to effectuate Loans and other Credit Extensions on its behalf. Notwithstanding anything to the contrary contained herein or elsewhere, no Borrower shall by virtue of the joint and several nature of its obligations under this Agreement and the other Loan Documents be liable for any Obligations that constitute Excluded Swap Obligations with respect to such Borrower. Each Borrower agrees that the joint and several liability hereunder and under of the Borrowers provided for in this Section 10.20 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Loan Documents in consideration of Borrowers may hereafter agree (other than an agreement signed by the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent Administrative Agent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18Lenders specifically releasing such liability), it being nor by any delay, extension of time, renewal, compromise or other indulgence granted by the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences Administrative Agent or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against Lender first to resort to any other Persons composing right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any payments to Lender hereunder of the Obligations, the Notes, this Agreement or under any other Loan Documents are Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any collateral. Each Borrower hereby expressly made subordinate irrevocably waives and junior releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 10.19 or the performance of such Borrower’s obligations thereunder including, without limitation, any right of paymentsubrogation (whether contractual, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash under Section 509 of the Secured Obligations andBankruptcy Code or otherwise), in the event reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each of Parent the Borrowers shall be jointly and severally liable with the other Borrowers for the Obligations. Each Borrower acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the Joined Subsidiaries is accepting other Loan Documents. Any payment made by a Borrower in respect of Obligations owing by one or more Borrowers shall be deemed a payment of such Obligations by and on behalf of all Borrowers. All Loans, Swing Line Loans and Letters of Credit deemed to be (i) in the case of Loans (including Swing Line Loans), extended to or on behalf of any Borrower shall be deemed to be Loans or Swing Line Loans (as applicable) extended for or on behalf of each of the Borrowers and (ii) in the case of Letters of Credit, issued by or on behalf of any Borrower shall be deemed to be Letters of Credit issued by or on behalf of each of the Borrowers. Each Borrower agrees that the joint and several liability hereunder and under of the Borrowers provided for in this Section 11.14 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Loan Documents in consideration of Borrowers may hereafter agree (other than an agreement signed by the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent Administrative Agent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18Lenders specifically releasing such liability), it being nor by any delay, extension of time, renewal, compromise or other indulgence granted by the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences Administrative Agent or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations Obligations, nor by any other agreements or arrangements whatsoever with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all Obligations, and may be enforced without requiring the Administrative Agent or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against Lender first to resort to any other Persons composing right, remedy or security. Except to the extent otherwise provided herein, each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any payments to Lender hereunder of the Obligations, the Notes, this Agreement or under any other Loan Documents are Document and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other person or any Collateral. Each Borrower hereby expressly made subordinate irrevocably waives and junior releases each other Borrower from all “claims” (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrower is or would be entitled by virtue of the provisions of the first paragraph of this Section 11.14 or the performance of such Borrower’s obligations thereunder with respect to any right of paymentsubrogation (whether contractual, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash under Section 509 of the Secured Obligations andBankruptcy Code or otherwise), in the event reimbursement, contribution, exoneration or similar right, or indemnity, or any right of recourse to security for any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each The Borrowers shall be jointly and severally liable for all Obligations due to the Secured Parties under this Agreement, regardless of Parent which Borrower actually receives any Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans or Letters of Credit received or the manner in which Administrative Agent accounts for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to the Loans and Letters of Credit or other extensions of credit made to a Borrower, and the Joined Subsidiaries is accepting Obligations arising as a result of the joint and several liability hereunder and under of a Borrower hereunder, shall be primary obligations of all the other Loan Documents in consideration Borrowers. The Obligations arising as a result of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability of a Borrower hereunder with respect to the Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any other Loan Party or any other security therefor, or the absence of any other action to enforce the same, (c) the failure by Administrative Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Secured Obligations. Each Obligations of Parent the other Borrowers and the Joined Subsidiariesother Loan Parties, jointly (d) the election of Administrative Agent or any other Secured Party in any proceeding instituted under any bankruptcy, insolvency or other Debtor Relief Law or of the application of Section 1111(b)(2) of the Bankruptcy Code of the United States, (e) the disallowance of all or any portion of the claim(s) of the Secured Parties for the repayment of the Obligations of the other Borrowers and severallyother Loan Parties under Section 502 of the Bankruptcy Code of the United States, hereby irrevocably, absolutely and unconditionally accepts, not merely or (f) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor. With respect to the Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of a Borrower hereunder with respect to the payment and performance Loans, Letters of all Credit or other extensions of credit made to the Secured Obligations (includingother Borrowers hereunder, without limitationeach Borrower waives, any Secured Obligations arising under this Section 11.18), it being until the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim immediately available funds and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which any of Parent the Secured Parties now have or the Joined Subsidiaries may hereafter have against the Borrowers and the other Loan Parties, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Secured Parties. Upon any Event of Default and for so long as the same is continuing, Administrative Agent may proceed directly and at once, without notice, against any Borrower or any Guarantor to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Persons composing Person, or against any security or collateral for the Obligations. Each Borrower with respect consents and agrees that Administrative Agent shall be under no obligation to marshal any payments to Lender hereunder assets in favor of any Borrower or under any other Loan Documents are hereby expressly made subordinate and junior Party against or in right payment of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each All Borrowers shall be liable for all amounts due to Agent and Lenders under this Agreement, regardless of Parent which Borrower actually receives the Advances or Letters of Credit hereunder or the amount of such Advances received or the manner in which Agent and Lenders account for such Advances, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Advances made to a Borrower, and the Joined Subsidiaries is accepting Obligations arising as a result of the joint and several liability hereunder and under of a Borrower hereunder, with respect to Advances made to the other Loan Documents in consideration Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability of a Borrower hereunder with respect to Advances, Letters of Credit or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or Lenders with respect to any provisions of any instrument evidencing the Obligations of the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Agent or Lenders, (d) the failure by Agent or Lenders to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Secured ObligationsObligations of the other Borrowers, (e) the election of Agent or Lenders in any proceeding instituted under Title 11 of the United States Code, as amended ("Bankruptcy Code"), of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of Agent or Lenders for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of the other Borrowers. Each of Parent and With respect to the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of a Borrower hereunder with respect to Advances, Letters of Credit or other extensions of credit made to the payment and performance of all of other Borrowers hereunder, each Borrower waives, until the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which any of Parent Agent or the Joined Subsidiaries Lenders now has or may hereafter have against Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent and Lenders. Upon any Event of Default and for so long as the same is continuing, Agent and Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Persons composing Person, or against any security or collateral for the Obligations. Each Borrower with respect consents and agrees that Agent and Lenders shall be under no obligation to marshal any payments to Lender hereunder assets in favor of Borrower(s) or under against or in payment of any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each The representations, covenants, warranties and obligations of Parent Borrower hereunder are joint and several. In the event of (a) any payment by any one or more of the Borrowers of any amount in excess of its respective Proportional Amount, or (b) the foreclosure of, or the delivery of deeds in lieu of foreclosure relating to, any of the Collateral owned by one or more of the Borrowers, each Borrower (the “Overpaying Borrower”) that has paid more than its Proportional Amount or whose Collateral or assets have been utilized to satisfy obligations under the Loan or otherwise for the benefit of one or more other Borrowers shall be entitled, after payment in full of the Note and the Joined Subsidiaries is accepting joint and several liability hereunder and satisfaction of all the Borrowers’ other obligations to the Lender under the other Loan Documents in consideration Documents, to contribution from each of the financial accommodations benefited Borrowers (i.e., the Borrowers, other than the Overpaying Borrower, who have paid less than their respective Proportional Amount or whose Collateral or assets have not been so utilized to be provided by Lender satisfy obligations under this Agreement, the Loan) for the mutual benefitamounts so paid, directly and indirectlyadvanced or benefited, of each of Parent and the Joined Subsidiaries and up to such benefited Borrower’s then current Proportional Amount. Such right to contribution shall be subordinate in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect all respects to the payment and performance of all of Loan. As used herein, the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment “Proportional Amount” with respect to any Borrower shall equal the amount derived as follows: (a) the ratio of the Secured Obligations as and when due or to perform any aggregate amount of the Secured Obligations Loan allocable to the Property or Properties in accordance with which such Borrower has an interest to the terms thereof, then in each such event, outstanding Principal Indebtedness; times (b) the other Persons composing Borrower will make such payment with respect to, aggregate amount paid or perform, such Secured Obligation. Each of Parent and payable by the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or Borrowers under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor(including interest).

Joint and Several Liability. Each All obligations of Parent Borrower and the Joined Subsidiaries is accepting Grantor under this Agreement shall be joint and several liability hereunder several, and under the other Loan Documents all references to Grantor shall mean each and every Grantor, and all references to Borrower shall mean each and every Borrower. This means that each Borrower and Grantor signing below is responsible for all obligations in consideration this Agreement. Where any one or more of the financial accommodations parties is a corporation, partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or created in reliance upon the professed exercise of such powers shall be provided guaranteed under this Agreement. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, for the mutual benefit, directly and indirectly, granting of each of Parent and the Joined Subsidiaries such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall cases such consent may be the joint and several obligations of Parent and the Joined Subsidiaries without preferences granted or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases withheld in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash sole discretion of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforLender.

Joint and Several Liability. Each (a) The representations, covenants, warranties and obligations of Parent Borrower hereunder are joint and several. In the event of (i) any payment by any one or more of the Borrowers of any amount in excess of its respective Proportional Amount, or (ii) the foreclosure of, or the delivery of deeds in lieu of foreclosure relating to, any of the Collateral owned by one or more of the Borrowers, each Borrower (the “Overpaying Borrower”) that has paid more than its Proportional Amount or whose Collateral or assets have been utilized to satisfy obligations under the Loan or otherwise for the benefit of one or more other Borrowers shall be entitled, after payment in full of the Indebtedness and the Joined Subsidiaries is accepting joint and several liability hereunder and satisfaction of all the Borrowers’ other obligations to the Lender under the other Loan Documents in consideration Documents, to contribution from each of the financial accommodations benefited Borrowers (i.e., the Borrowers, other than the Overpaying Borrower, who have paid less than their respective Proportional Amount or whose Collateral or assets have not been so utilized to be provided by Lender satisfy obligations under this Agreementthe Loan), for the mutual benefitamounts so paid, directly and indirectlyadvanced or benefited, of each of Parent and the Joined Subsidiaries and up to such benefited Borrower’s then current Proportional Amount. Such right to contribution shall be subordinate in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect all respects to the payment and performance of all of Loan. As used herein, the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment “Proportional Amount” with respect to any Borrower shall equal the amount derived as follows: (a) the ratio of the Secured Obligations as and when due or to perform any aggregate amount of the Secured Obligations Loan allocable to the Property or Properties in accordance with which such Borrower has an interest to the terms thereof, then in each such event, outstanding Principal Indebtedness; times (b) the other Persons composing Borrower will make such payment with respect to, aggregate amount paid or perform, such Secured Obligation. Each of Parent and payable by the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or Borrowers under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor(including interest).

Joint and Several Liability. Each Guarantor further agrees that its obligations and liabilities for the prompt and punctual payment, performance and satisfaction or purchase of Parent and the Joined Subsidiaries is accepting all of Borrower’s Secured Liabilities shall be on a “joint and several liability hereunder and under several” basis with Borrower, subject to Subsection 1(c). In the other Loan Documents in consideration of the financial accommodations to be provided by Lender event that there is more than one guarantor under this Agreement, for or in the mutual benefitevent that there are other guarantors, directly endorsers, or sureties of all or any portion of Borrower’s Secured Liabilities, each Guarantor’s obligations and indirectlyliabilities hereunder shall be on a “joint and several” basis along with such other guarantor or guarantors, endorsers and/or sureties, subject to Subsection 1(c). The obligations of each Guarantor contained in this Agreement shall be absolute and unconditional without regard to the validity, legality, regularity or enforceability of Parent the Secured Liabilities, or any instrument evidencing, securing or relating to the Secured Liabilities, and shall not be reduced or affected in any way by any action which may in any manner or to any extent vary the risks of the Guarantor, or which might otherwise constitute a legal or equitable discharge of the Guarantor. It is the purpose and intent of the Guarantor and the Joined Subsidiaries Secured Parties that this Agreement and the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment and performance as herein provided, and that this Agreement be construed as a payment guaranty and not as a guaranty of collection and each Guarantor’s liability under this Agreement shall be primary, and not secondary. Additionally, subject to Subsection 1(c), each Guarantor, in consideration furtherance of their undertakings to accept joint the foregoing and several liability for not in limitation of any other right which any of the Secured Obligations. Each of Parent and Parties may have against the Joined SubsidiariesGuarantor by virtue hereof, hereby guarantees jointly and severally, hereby irrevocably, absolutely and unconditionally acceptsunconditionally, not merely as a surety but also as a co-debtor, joint the payment of any and several liability with respect all Secured Liabilities to the payment and performance of all Secured Parties whether or not due or payable by the Borrower upon the occurrence in respect of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention Borrower of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due events specified in Subsections (g) or to perform any (h) of Section 8.1 of the Secured Obligations in accordance with Loan Agreement (including amounts that would become due but for the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any operation of the other Loan Documents, any payments made by it to Lender with respect to any automatic stay under Section 362(a) of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of paymentBankruptcy Code, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor11 U.S.C. 362(a)).

Joint and Several Liability. Each of Parent and the Joined Subsidiaries (a) At all times when there is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender more than one Borrower under this Agreement, each Borrower hereby acknowledges and agrees that (i) each Borrower shall be jointly and severally liable for and hereby guarantees to Lender to the maximum extent permitted by Requirements of Law for the mutual benefit, directly full and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the prompt payment and performance of all Secured Obligations, (ii) the liability of the Secured Obligations each Borrower for such guaranty (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent A) shall be absolute and the Joined Subsidiaries that unconditional and shall remain in full force and effect (or be reinstated) until all the Secured Obligations shall be the joint and several obligations of Parent have been paid in full and the Joined Subsidiaries without preferences expiration of any applicable preference or distinction among them. If and similar period pursuant to the extent that Bankruptcy Code or other similar debtor relief laws, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by Lender, and (B) until such payment has been made, shall not be discharged, affected, modified or impaired on the occurrence from time to time of any event, including any of Parent the following, whether or not with notice to or the Joined Subsidiaries shall fail to make consent of any Borrower, (1) the waiver, compromise, settlement, release, termination or amendment (including any extension or postponement of the time for payment with respect to or performance or renewal or refinancing) of any of the Secured Obligations as and when due Obligations, (2) the failure to give notice to Borrower of the occurrence of an Event of Default, (3) the release, substitution or to perform exchange by Lender of any Collateral (whether with or without consideration) or the acceptance by Lender of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of collateral, (4) the release of any Person primarily or secondarily liable for all or any part of the Secured Obligations Obligations, whether by Lender or in accordance connection with the terms thereof, then in each such event, the any Insolvency Event affecting any Borrower or any other Persons composing Borrower will make such payment with respect toPerson who, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with whose property, shall at the time in question be obligated in respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all part thereof, or (5) to the extent permitted by Requirements of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against Law, any other Persons composing Borrower with respect to any payments to Lender hereunder event, occurrence, action or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations andcircumstance that would, in the event absence of this Section 36, result in the release or discharge of any insolvency, bankruptcy, receivership, liquidation, reorganization Borrower or other similar proceeding under all Borrowers from the laws performance or observance of any jurisdiction relating Secured Obligation, (iii) Lender shall not be required first to initiate any suit or to exhaust its remedies against any Borrower or any other Person to become liable, or against any of Parent or the Joined SubsidiariesCollateral, their respective debt or assetsin order to enforce the Facility Documents and each Borrower expressly agrees that, whether voluntary or involuntarynotwithstanding the occurrence of any of the foregoing, all such Secured Obligations each Borrower shall be paid in full in cash before and remain directly and primarily liable for all sums due under any payment of the Facility Documents, (iv) when making any demand hereunder against any Borrower, Lender may, but shall be under no obligation to, make a similar demand on any other Borrower, and any failure by Lender to make any such demand or distribution to collect any payments from any other Borrower, or any release of any charactersuch other Borrower shall not relieve any Borrower in a respect of which a demand or collection is not made or any Borrower not so released of their obligations or liabilities hereunder, whether in cashand shall not impair or affect the rights and remedies, securities express or other propertyimplied, or as a matter of law, of Lender against any Borrower, and (v) on disposition by Lender of any property encumbered by any Collateral, each Borrower shall be made to and shall remain jointly and severally liable for any other Persons composing Borrower therefordeficiency.

Joint and Several Liability. Each of Parent All Borrowers shall be jointly and severally liable for all amounts due to Agent and Lenders under this Agreement and the Joined Subsidiaries is accepting joint other Financing Agreements, regardless of which Borrower actually receives the Loans or Letter of Credit Accommodations hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and several liability hereunder and under records. All references herein or in any of the other Loan Documents in consideration Financing Agreements to any of the financial accommodations obligation of Borrowers to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the make any payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations hereunder or thereunder shall be the constitute joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among themBorrowers. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment The Obligations with respect to any Loans made to a Borrower, and the Obligations arising as a result of the Secured Obligations as joint and when due or to perform any several liability of the Secured Obligations in accordance with the terms thereofa Borrower hereunder, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any Loans made to the other Borrowers, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and several liability incurred of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrowers shall, to the fullest extent permitted by it hereunder law, be unconditional irrespective of (a) the validity or under any enforceability, avoidance or subordination of the Obligations of the other Loan Documents40 Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any payments made Guarantor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by it to Agent or any Lender with respect to any provisions of any instrument evidencing the Obligations of the Secured Obligations other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Agent or any Lender, (d) the failure by Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral security therefor until such time as all for the Obligations of the Secured other Borrowers, (e) the election of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of Agent or any Lender for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of a Guarantor or of the other Borrowers other than to the extent of the gross negligence or wilful misconduct of Agent or a Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrowers hereunder, each Borrower waives, until the Obligations shall have been paid in full in cash. Any claim and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or any of Parent Lender now has or the Joined Subsidiaries may hereafter have against any Borrower or Guarantor and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. Upon any Event of Default, and for so long as such Event of Default is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Persons composing Borrower with respect to any payments to Lender hereunder Borrowers or under any other Loan Documents are hereby expressly made subordinate Person, or against any security or collateral for the Obligations. Each Borrower consents and junior agrees that Agent and Lenders shall be under no obligation to xxxxxxxx any assets in right favor of payment, without limitation as to Borrower(s) or against or in payment of any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each of Parent Borrower shall be jointly and severally liable for all amounts due to Agent and Lenders under this Agreement and the Joined Subsidiaries is accepting joint other Financing Agreements, regardless of which Borrower actually receives the Loans or Letter of Credit Accommodations hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and several liability hereunder and under records. All references herein or in any of the other Loan Documents in consideration Financing Agreements to any of the financial accommodations obligations of Borrowers to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the make any payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations hereunder or thereunder shall be the constitute joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among themBorrowers. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment The Obligations with respect to any Loans made to a Borrower, and the Obligations arising as a result of the Secured Obligations as joint and when due or to perform any several liability of the Secured Obligations in accordance with the terms thereofa Borrower hereunder, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any Loans made to the other Borrower, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and several liability incurred of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrower shall, to the fullest extent permitted by it hereunder law, be unconditional irrespective of (a) the validity or under any enforceability, avoidance or subordination of the Obligations of the other Loan DocumentsBorrower or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrower, (b) the absence of any attempt to collect the Obligations from the other Borrower, any payments made Obligor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by it to Agent or any Lender with respect to any provisions of any instrument evidencing the Obligations of the Secured Obligations other Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to Agent or any Lender, (d) the failure by Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral security therefor until such time as all for the Obligations of the Secured other Borrower, (e) the election of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of Agent or any Lender for the repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of an Obligor or of the other Borrower. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrower hereunder, each Borrower waives, until the Obligations shall have been paid in full in cash. Any claim and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or any of Parent Lender now has or the Joined Subsidiaries may hereafter have against any Borrower or Obligor and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. At any time an Event of Default exists or has occurred and is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate Person, or against any security or collateral for the Obligations. Each Borrower consents and junior agrees that Agent and Lenders shall be under no obligation to marshal any assets in right favor of payment, without limitation as to any increases Borrower or against or in the Secured Obligations arising hereunder payment of any or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each All obligations of Parent Borrower and the Joined Subsidiaries is accepting Grantor under this Mortgage shall be joint and several liability hereunder several, and under the other Loan Documents all references to Grantor shall mean each and every Grantor, and all references to Borrower shall mean each and every Borrower. This means that each Borrower and Grantor signing below is MORTGAGE (Continued) Page 11 responsible for all obligations in consideration this Mortgage. Where any one or more of the financial accommodations to be provided by Lender under this Agreementparties is a corporation, for the mutual benefitpartnership, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several limited liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18)company or similar entity, it being is not necessary for Lender to inquire into the intention powers of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Mortgage. NO WAIVER BY LENDER. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between Lender and when due or to perform Grantor, shall constitute a waiver of any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, Lender's rights or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation Grantor's obligations as to any increases future transactions. Whenever the consent of Lender is required under this Mortgage, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash sole discretion of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforLender.

Joint and Several Liability. Each Borrower (including without limitation each Borrowing Affiliate) agrees and acknowledges that the Obligations (subject to the proviso in the last sentence in the definition of Parent "Obligations" as such term is defined in Section 1.1 herein) constitute and will constitute joint and several obligations and liabilities of the Joined Subsidiaries is accepting Borrowers; provided, however, that anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Borrower with respect to the joint and several liability hereunder under this Section 2.14 shall in no event exceed the amount which can be guaranteed by such Borrower under applicable federal, state and applicable foreign laws relating to the insolvency of debtors. Each Borrower further agrees and acknowledges that all actions taken, elections made and notices and certificates furnished or received by it under or pursuant to the Loan Documents shall constitute the action, election, notice or certification of all of the Borrowers under the other Loan Documents in consideration Documents, and that each Authorized Representative shall have full authority to act for and on behalf of all of the financial accommodations to be provided by Lender under this Agreement, Borrowers for all purposes of the mutual benefit, directly and indirectly, of each of Parent and Loan Documents. Each Borrower agrees that the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for of the Secured Obligations. Each Borrowers shall not be impaired or affected by any modification, supplement, extension or amendment of Parent and any contract or agreement to which the Joined Subsidiariesparties thereto may hereafter agree, jointly and severallynor by any modification, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability release or other alteration of any of the rights of the Agent or any Lender with respect to the Collateral other than as provided in Section 2.13(b) hereof, nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Agent, any Lender or any other Person with respect to any of the Obligations, nor by any other agreements or arrangements whatever with any other Borrower or with anyone else, each Borrower hereby waiving all notice of any such delay, extension, release, substitution, renewal, compromise or any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower hereunder is direct and unconditional as to all of the Obligations hereunder, and may be enforced without requiring the Agent, any Lender or any other Person first to resort to any other right, remedy or security; no Borrower shall have any right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for indemnity whatsoever, nor any right of recourse to security for any of the Obligations hereunder, unless and until all of said Obligations have been paid in full; except as provided in Section 2.13(b) hereof and subject to the proviso to the first sentence of this Section 2.14, nothing shall discharge or satisfy the liability of any Borrower hereunder except the full payment and performance of all of the Secured Obligations (including, without limitation, Obligations; any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint present and several future debts and obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and each Borrower to the extent that any other Borrowers are hereby waived and postponed in favor of Parent or and subordinated to the Joined Subsidiaries shall fail to make any full payment with respect to any and performance of all present and future Obligations of the Secured Obligations as and when due or Borrowers to perform any of the Secured Obligations in accordance with the terms thereof, then in each such eventAgent, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent Lenders and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforPerson.

Joint and Several Liability. Each of Parent the Borrowers acknowledges and the Joined Subsidiaries agrees that (i) it is accepting joint and several liability a co-borrower hereunder and under the other Loan Documents in consideration of the financial accommodations to shall be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocablywith the other Borrowers, absolutely directly and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect primarily liable to the payment Agent and performance of all of the Lenders for the Secured Obligations regardless of which Borrower actually receives Advances or other extensions of credit hereunder or the amount of such Advances received or the manner in which the Agent and/or such Lender accounts for such Advances or other extensions of credit on its books and records, (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention ii) each of Parent and the Joined Subsidiaries that all the Secured Obligations shall be secured by all of the Collateral, (iii) each of the Borrowers shall have the obligations of co-maker and shall be primary obligors with respect to the Revolving Credit Loans, the Notes, and the other Secured Obligations, it being agreed that the Advances to each Borrower inure to the benefit of all Borrowers, and (iv) the Agent and the Lenders are relying on such joint and several liability of the Borrowers as co-makers in extending the Revolving Credit Loans hereunder. Each Borrower's Secured Obligations with respect to Advances made to it, and each Borrower's Secured Obligations arising as a result of the joint and several obligations liability of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment Borrowers hereunder, with respect to any of the Secured Obligations as and when due or Advances made to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect toBorrowers hereunder, or performshall be separate and distinct obligations, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, but all such Secured Obligations shall be paid primary obligations of each Borrower. Each Borrower hereby unconditionally and irrevocably agrees that upon default in full in cash before any the payment when due (whether at stated maturity, by acceleration or distribution otherwise) of any characterprincipal of, whether in cashor interest on, securities any Revolving Credit Loans or other propertySecured Obligation payable by it to the Agent or any Lender, it will forthwith pay the same, without notice of demand. Notwithstanding anything to the contrary contained in this Agreement, the Agent shall be entitled to rely upon any telephonic request for Advances received by it from any Borrower on behalf of all Borrowers, shall be made entitled to rely upon any other Persons composing request, notice or other communication received by it from any Borrower thereforon behalf of all Borrowers, and shall be entitled to treat its giving of any notice hereunder pursuant to Section 15.1 hereof as notice to each and all Borrowers.

Joint and Several Liability. (a) Each payment obligation and liability of Buyer or Buyer Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations pursuant to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations Agreement (including, without limitation, any Secured Obligations arising under this (i) the obligation to deliver the Initial Payment pursuant to Section 11.181.2(b)(i), it being (ii) the intention of Parent obligation to deliver the Escrow Amount pursuant to Section 1.2(b)(ii), (iii) the obligation to pay the Shortfall Amount (if any) pursuant to Section 1.3(f), (iv) the obligation to pay or cause to be paid the Purchase Price pursuant to Section 1.2(b)(iv), (v) the obligation to make any post-Closing adjustment payments pursuant to Section 1.5(c), (vi) any Tax proration payment pursuant to Section 6.1, and (vii) any indemnification obligations pursuant to Section 8.3) (the Joined Subsidiaries that all the Secured Obligations shall be “Buyer Obligations”) are the joint and several obligations of Parent each of Buyer and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured ObligationBuyer Parent. Each of Buyer and Buyer Parent will be jointly and the Joined Subsidiaries hereby agrees that it will severally liable as primary obligor and not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time merely as surety for all of the Secured Obligations have been paid Buyer Obligations. No formal change, amendment, modification or waiver of any terms or conditions of this Agreement or any Ancillary Agreement, no extension in full whole or in cash. Any claim which any part of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right time for the performance by Buyer of payment, without limitation as to any increases in the Secured Obligations arising its obligations hereunder or thereunder, and no settlement, compromise, release, surrender, modification or impairment of, or exercise or failure to exercise any claim, right or remedy of any kind or nature in connection herewith or therewith, will affect, impair or discharge, in whole or in part, the prior payment in full in cash liability of Buyer or Buyer Parent for the full, prompt and unconditional performance of the Secured Buyer Obligations. Without limiting the generality of the foregoing, (x) Seller may seek payment of the Buyer Obligations and, in the event directly from Buyer Parent without first seeking satisfaction of any insolvencyor all of the Buyer Obligations from Buyer, bankruptcy, receivership, liquidation, reorganization and (y) upon breach by Buyer or other similar proceeding under the laws Buyer Parent of any jurisdiction relating to of the Buyer Obligations, proceed against Buyer or Buyer Parent, without joining all Persons liable or potentially liable, for any portion of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Buyer Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforone action.

Joint and Several Liability. Each Where the Consultant comprises more than one person, the terms, conditions and warranties of Parent this Panel Agreement and any Engagement will bind all such persons jointly and each of them severally. Where the Joined Subsidiaries Consultant comprises more than one person or the Consultant is accepting joint and several liability hereunder and under or would be otherwise jointly or severally liable to the Commonwealth with any other Loan Documents person (whether in consideration of contract, in tort for negligence or otherwise), each person comprising the financial accommodations Consultant: warrants that it will be responsible to be provided by Lender under this Agreement, the Commonwealth for the mutual benefit, directly acts and indirectly, omissions (including breaches of contract) of each of Parent other person comprising the Consultant or each other person with whom the Consultant is or would be otherwise jointly and the Joined Subsidiaries severally liable (Other Person) as if those acts and in consideration of their undertakings to accept joint and several liability omissions were its own; for the Secured Obligations. Each purposes of Parent and the Joined Subsidiariessubparagraph (i), jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of warrants that it will: review all of the Secured Obligations activities of the Other Person under or in connection with this Panel Agreement or the performance of Services (including, without limitation, Other's Activities); and identify and rectify all errors or defects in or omissions from the Other's Activities or any Secured Obligations other aspect of the Other's Activities which is not in accordance with the relevant contractual requirements; unconditionally and irrevocably guarantees to the Commonwealth that the Other Person will discharge all of its liabilities to the Commonwealth arising under this Section 11.18out of or in connection with the Other's Activities (Other's Liabilities), it being ; unconditionally undertakes to pay to the intention Commonwealth on demand any amount demanded in writing by the Commonwealth on account of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and Other's Liabilities to the extent that any they have not been discharged by the Other Person; and as a separate, additional and primary liability, unconditionally and irrevocably indemnifies the Commonwealth from and against all costs, expenses, losses and damages incurred or suffered by the Commonwealth as a result of Parent or in connection with: the Other's Activities or the Joined Subsidiaries shall fail to make any payment with respect to any Other's Liabilities; or a breach of the Secured Obligations as and when due warranty in paragraph (b) or a failure by the person to perform any of its obligations under this clause 11.3. To the Secured Obligations in accordance with the terms thereof, then in each such eventmaximum extent permitted by law, the other Persons composing Borrower will make such payment with respect toliability of a party under paragraph (iii), (iv) or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it (v) will not enforce be affected by any of its rights of contribution act, omission, matter or subrogation against any other Persons composing Borrower with respect thing that would otherwise operate in law or in equity to any liability incurred by it hereunder reduce or under any of release the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforparty from that liability.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries Issuers is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations accommodation to be provided by Lender the Purchasers under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries Issuers and in consideration of their the undertakings of each of the Issuers to accept joint and several liability for the Secured Obligationsobligations of each of them. Each of Parent and the Joined Subsidiaries, Issuers jointly and severally, severally hereby irrevocably, absolutely irrevocably and unconditionally accepts, not merely as a surety surety, but also as a co-debtor, joint and several liability with the other Issuers with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18)Agreement and the other Loan Documents, it being the intention of Parent and the Joined Subsidiaries parties hereto that all the Secured Obligations shall be the joint and several obligations of Parent and each of the Joined Subsidiaries Issuers without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries Issuers shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower Issuers will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby Issuers further agrees that it will not enforce shall have no right of subrogation, indemnity, reimbursement or contribution against the other Issuers for amounts so paid under this Agreement until such time as the Purchasers have been indefeasibly paid in full and all Obligations under this Agreement have been terminated. The obligations of each Issuer under the provisions of this Section 1.4 constitute full recourse obligations of such Issuer, enforceable against it to the full extent of its properties and assets. The provisions of this Section 1.4 are made for the benefit of the Purchasers and their successors and assigns, and may be enforced by them from time to time against any of the Issuers as often as occasion therefor may arise and without requirement on the part of any of the Purchasers first to marshal any of its claims or to exercise any of its rights of contribution against the other Issuers or subrogation to exhaust any remedies available to it against the other Issuers or to resort to any other Persons composing Borrower with respect to source or means of obtaining payment of any liability incurred by it of the Obligations hereunder or under to elect any other remedy. The provisions of this Section 1.4 shall remain in effect until all the Obligations shall have been indefeasibly paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by the Purchasers upon the insolvency, bankruptcy or reorganization of any of the Issuers, or otherwise, the provisions of this Section 1.4 will forthwith be reinstated and in effect as though such payment had not been made. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, any payments made by it to Lender with respect to the extent the Obligations of any of the Secured Issuers shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable Laws relating to fraudulent conveyances or transfers) then the Obligations of such Issuer hereunder shall be limited to the maximum amount that is permissible under applicable Law. To the extent that any Loan Party is deemed to be a surety or any collateral security therefor until such time as all guarantor of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are Party, each such Loan Party hereby expressly made subordinate waives and junior in right of payment, without limitation as all defenses to any increases in the Secured Obligations arising hereunder or thereunder, suretyship and guarantee which may be available to the prior it under applicable law (other than payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations).

Joint and Several Liability. Each (a) All Borrowers shall be liable for all amounts due to Agent and Lenders under this Agreement, regardless of Parent which Borrower actually receives the Loans or Letters of Credit hereunder or the amount of such Loans received or the manner in which Agent and Lenders account for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans made to a Borrower, and the Joined Subsidiaries is accepting Obligations arising as a result of the joint and several liability hereunder and under of a Borrower hereunder, with respect to Loans made to the other Loan Documents in consideration Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability of a Borrower hereunder with respect to Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (ii) the absence of any attempt to collect the Obligations from the other Borrowers or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or Lenders with respect to any provisions of any instrument evidencing the Obligations of the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Agent, for itself and on behalf of Lenders, (iv) the failure by Agent or Lenders to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Secured ObligationsObligations of the other Borrowers, (v) the election of Agent or Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) the disallowance of all or any portion of the claim(s) of Agent or Lenders for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (vii) any other circumstances which might constitute a legal or equitable discharge or defense of the other Borrowers. Each of Parent and With respect to the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of a Borrower hereunder with respect to Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder, each Borrower waives, until Full Payment of the Obligations and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or Lenders now has or may hereafter have against Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent and Lenders. Upon any Event of Default and for so long as the same is continuing, Agent and Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent and Lenders shall be under no obligation to marshal any assets in favor of Borrower(s) or against or in payment and performance of any or all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each The obligations of Parent and the Joined Subsidiaries is accepting joint and several liability Borrowers hereunder and under the other Loan Documents in consideration shall be joint and several and, as such, each Borrower shall be liable for all of the financial accommodations to be provided by Lender obligations of the other Borrowers under this AgreementAgreement and the other Loan Documents. To the fullest extent permitted by law, the liability of each Borrower for the mutual benefit, directly and indirectly, of each of Parent obligations under this Agreement and the Joined Subsidiaries and in consideration other Loan Documents of their undertakings to accept the other Borrowers with whom it has joint and several liability shall be absolute, unconditional and irrevocable, without regard to (i) the validity or enforceability of this Agreement or any other Loan Document, any of the obligations hereunder or thereunder or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any applicable Secured Party, (ii) any defense, setoff or counterclaim (other than a defense of payment or performance hereunder; provided that no Borrower hereby waives any suit for breach of a contractual provision of any of the Loan Documents) which may at any time be available to or be asserted by any other Borrower or any other Person against any Secured Party or (iii) any other circumstance whatsoever (with or without notice to or knowledge of any other Borrower or such Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any other Borrower for the Secured Obligations. Each obligations hereunder or under any other Loan Document or of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising such Borrower under this Section 11.18)4.14, it being the intention in bankruptcy or in any other instance. Each Borrower hereby expressly waives promptness, diligence, notice of Parent acceptance and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and any other notice (except to the extent that any of Parent provided for herein or the Joined Subsidiaries shall fail to make any payment in another Loan Document) with respect to any of the Secured Obligations as and when due Obligations, this Agreement or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents and any requirement that the Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any Collateral. Notwithstanding any other provisions contained herein or in any other Loan Document, if a “secured creditor” (as that term is defined under the BIA) is determined by a court of competent jurisdiction not to include a Person to whom obligations are hereby expressly made subordinate owed on a joint and junior in right several basis, then such Person’s Obligations (and the Obligations of payment, without limitation as to each other Canadian Obligor or any increases in the Secured Obligations arising hereunder or thereunderother applicable Obligor), to the prior payment in full in cash of the Secured extent such Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other propertyare secured, shall be made to any other Persons composing Borrower thereforseveral obligations and not joint and several obligations.

Joint and Several Liability. Each Borrowers shall be liable for all Obligations due to Agent and Secured Parties under this Agreement, regardless of Parent which Borrower actually receives the Term Loan or other extensions of credit hereunder or the amount of the Term Loan received or the manner in which Agent accounts for the Term Loan or other extensions of credit on its books and records. The Obligations with respect to the Term Loan or other extensions of credit made to a Borrower, and the Joined Subsidiaries is accepting Obligations arising as a result of the joint and several liability hereunder and under of a Borrower hereunder, with respect to the Term Loan or other extensions of credit made to the other Loan Documents in consideration Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability of a Borrower hereunder with respect to the Term Loan or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor or any other security therefor, or the absence of any other action to enforce the same, (c) the failure by Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Secured Obligations. Each Obligations of Parent the other Borrowers and Guarantors, (d) the election of Agent in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (e) the disallowance of all or any portion of the claim(s) of Agent for the repayment of the Obligations of the other Borrowers and Guarantors under Section 502 of the Bankruptcy Code, or (f) any other circumstances which might constitute a legal or equitable discharge or defense of any obligor, other than the payment of the Obligations and the Joined Subsidiarieswillful misconduct, jointly and severallybad faith or gross negligence of Agent or Lenders as determined pursuant to a final, hereby irrevocably, absolutely and unconditionally accepts, not merely non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of a Borrower hereunder with respect to the payment Term Loan or other extensions of credit made to the other Borrowers hereunder, each Borrower and performance of all of Guarantor waives, until the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim immediately available funds and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which any of Parent Agent now has or the Joined Subsidiaries may hereafter have against Borrowers and Guarantors, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent. Upon any Event of Default and for so long as the same is continuing, subject to Section 10 and the Intercreditor Agreement, Agent may proceed directly and at once, without notice, against any Borrower or Guarantor to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Persons composing Person, or against any security or collateral for the Obligations. Each Borrower with respect and Guarantor consents and agrees that Agent and Lenders shall be under no obligation to marshal any payments to Lender hereunder assets in favor of Borrower(s) or under Guarantors against or in payment of any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each of Parent Borrower shall be jointly and severally liable for all amounts due to Agent and Lenders under this Agreement and the Joined Subsidiaries is accepting joint other Financing Agreements, regardless of which Borrower actually receives the Loan hereunder or the amount of such Loan received or the manner in which Agent or any Lender accounts for the Loan or other extensions of credit on its books and several liability hereunder and under records. All references herein or in any of the other Loan Documents in consideration Financing Agreements to any of the financial accommodations obligations of Borrowers to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the make any payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations hereunder or thereunder shall be the constitute joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among themBorrowers. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment The Obligations with respect to any the Loan made to a Borrower, and the Obligations arising as a result of the Secured Obligations as joint and when due or to perform any several liability of the Secured Obligations in accordance with the terms thereofa Borrower hereunder, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any the Loan made to another Borrower, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to the Loan or other Loan Documentsextensions of credit made to each other Borrower shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of such other Borrower or of any promissory note or other document evidencing all or any part of the Obligations of such other Borrower, (b) the absence of any attempt to collect the Obligations from such Borrower, any payments made Obligor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by it to Agent or any Lender with respect to any provisions of any instrument evidencing the Obligations of such other Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to Agent or any Lender, (d) the failure by Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Obligations of such other Borrower, (e) the election of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the Secured Obligations application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any collateral security therefor until such time as all portion of the Secured claim(s) of Agent or any Lender for the repayment of the Obligations of such other Borrower under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of an Obligor or of such other Borrower. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to the Loan or other extensions of credit made to another Borrower hereunder, each Borrower waives, until the Obligations shall have been paid in full in cash. Any claim and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or any of Parent Lender now has or the Joined Subsidiaries may hereafter have against any Borrower or Obligor and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. At any time an Event of Default exists or has occurred and is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate Person, or against any security or collateral for the Obligations. Each Borrower consents and junior agrees that Agent and Lenders shall be under no obligation to marshal any assets in right favor of payment, without limitation as to any increases Borrower or against or in the Secured Obligations arising hereunder payment of any or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each Principal shall be deemed to have made all of Parent the representations, warranties, covenants, and agreements set forth herein, and each Principal shall be jointly and severally liable for each and every obligation and duty of the Joined Subsidiaries is accepting joint Principals set forth herein. A default of any Principal in the performance of any of its obligations to the Surety under this or any other agreement shall constitute a default hereunder by all Principals. Each Principal understands and several liability hereunder and under agrees that the circumstances, financial or otherwise, of any one or more of the other Loan Documents in consideration Principals may change substantially over the term of the financial accommodations to be provided by Lender under this Agreement, for and the mutual benefit, directly Principals therefore agree to keep themselves fully informed as to the business activities and indirectly, financial affairs of each Principal and of Parent and the Joined Subsidiaries and risks being engaged in, so that each is always aware of the risks of hazards in consideration of their undertakings continuing to accept joint and several liability for the Secured Obligationsact as a Principal. Each Principal expressly waives any requirement for notice from the Surety of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect any fact or information coming to the payment and performance of all notice or knowledge of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being Surety affecting its rights or the intention rights or liabilities of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among themPrincipals. If any claim or demand is made by the Surety against the Principals, or any one or more of them, by reason of the execution of a Bond, the Surety is expressly authorized to settle or compromise with any one or more of the Principals individually, and without reference to the extent that any others, and such settlement or composition shall not affect the liability of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as others and when due or each Principal expressly waives the right to perform any be discharged by reason of the Secured Obligations in accordance with release of one or more of the terms thereofjoint debtors, then in each such event, and hereby consents to any settlement or composition that may hereafter be made. The liability of the other Persons composing Borrower will make such payment with respect toPrincipals hereunder shall not be affected by the failure of the Principals, or performany one or more of them, such Secured Obligation. Each to sign any Bond or this Agreement, nor by any claim that other indemnity or security was to have been obtained, nor by the release of Parent and any indemnity, nor the Joined Subsidiaries hereby agrees that it will not enforce any return or exchange of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations that may have been paid in full in cash. Any claim which obtained and if any of Parent or the Joined Subsidiaries may have against party signing this Agreement is not bound for any reason, this Agreement shall still be binding upon each and every other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforparty.

Joint and Several Liability. Each of Parent Borrower shall be jointly and severally liable for all amounts due to Agent and Lenders under this Agreement and the Joined Subsidiaries is accepting joint other Financing Agreements, regardless of which Borrower actually receives the Loans or Letter of Credit Accommodations hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and several liability hereunder and under records. All references herein or in any of the other Loan Documents in consideration Financing Agreements to any of the financial accommodations obligations of Borrowers to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the make any payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations hereunder or thereunder shall be the constitute joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among themBorrowers. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment The Obligations with respect to any Loans made to a Borrower, and the Obligations arising as a result of the Secured Obligations as joint and when due or to perform any several liability of the Secured Obligations in accordance with the terms thereofa Borrower hereunder, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any Loans made to the other Borrower, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and several liability incurred of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrower shall, to the fullest extent permitted by it hereunder law, be unconditional irrespective of (a) the validity or under any enforceability, avoidance or subordination of the Obligations of the other Loan DocumentsBorrower or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrower, (b) the absence of any attempt to collect the Obligations from the other Borrower, any payments made Obligor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by it to Agent or any Lender with respect to any provisions of any instrument evidencing the Obligations of the Secured Obligations other Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to Agent or any Lender, (d) the failure by Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral security therefor until such time as all for the Obligations of the Secured other Borrower, (e) the election of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of Agent or any Lender for the repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of an Obligor or of the other Borrower. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrower hereunder, each Borrower waives, until the Obligations shall have been paid in full in cash. Any claim and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or any of Parent Lender now has or the Joined Subsidiaries may hereafter have against any Borrower or Obligor and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. At any time an Event of Default exists or has occurred and is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate Person, or against any security or collateral for the Obligations. Each Borrower consents and junior agrees that Agent and Lenders shall be under no obligation to xxxxxxxx any assets in right favor of payment, without limitation as to Borrower(s) or against or in payment of any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. The liability of the Borrowers for all of the Obligations shall be joint and several regardless of which Borrower actually receives loans or other extensions of credit hereunder or the amount of such loans received or the manner in which the Agent accounts for such loans or other extensions of credit on its books and records. Each Borrower's Obligations with respect to Revolving Loans made to it or Letters of Parent Credit issued for its account, and related fees, costs and expenses, and each Borrower's Obligations arising as a result of the Joined Subsidiaries is accepting joint and several liability hereunder and under of the Borrowers hereunder, with respect to Revolving Loans made to the other Loan Documents in consideration Borrower hereunder or Letters of Credit issued for the account of the financial accommodations to other Borrower hereunder, together with the related fees, costs and expenses, shall be provided by Lender under this Agreementseparate and distinct obligations, for the mutual benefit, directly and indirectly, all of which are primary obligations of each Borrower. Each Borrower's Obligations arising as a result of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for of the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability Borrowers hereunder with respect to loans or other extensions of credit made to the payment and performance other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity of enforceability, avoidance or subordination of the Obligations of the other Borrower or of any promissory note or other document evidencing all of any part of the Secured Obligations of the other Borrower, (including, without limitationii) the absence of any attempt to collect the Obligations from the other Borrower, any Secured Obligations arising under this Section 11.18)other guarantor, it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent other security therefor, or the Joined Subsidiaries shall fail absence of any other action to make enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any payment indulgence by the Agent with respect to any provision of any instrument evidencing the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan DocumentsBorrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to the Agent, (iv) the failure by the Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any payments made by it to Lender with respect to any security or collateral for the Obligations of the Secured Obligations other Borrower, (v) the Agent's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by the other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any collateral security therefor until such time as all portion of the Secured Agent's claim(s) for repayment of the Obligations have been paid in full in cash. Any claim which any of Parent the other Borrower under Section 502 of the Bankruptcy Code, or the Joined Subsidiaries may have against (viii) any other Persons composing Borrower with respect to any payments to Lender hereunder circumstance which might constitute a legal or under any other Loan Documents are hereby expressly made subordinate and junior in right equitable discharge or defense of payment, without limitation as to any increases in the Secured Obligations arising hereunder a guarantor or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforBorrower.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations All references to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of “Borrower” or “Borrowers” shall refer to each of Parent them separately and to both of them jointly and each shall be bound both severally and jointly with the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligationsother. Each of Parent and the Joined Subsidiaries, Borrowers shall be jointly and severallyseverally liable to the holder of the Notes for the obligations of the other Borrower under this Notes; provided, hereby irrevocably, absolutely and unconditionally accepts, not merely that if it is determined that either of the Borrowers is liable as a surety but also guarantor (and not as a co-debtor, joint and several liability obligor) with respect to such Obligations (the payment and performance of all “Guaranteed Obligations”), each of the Secured Borrowers agree that (a) any action to enforce payment of the Guaranteed Obligations may be commenced by the holder of the Notes against such Borrower as a sole defendant without naming the other Borrower in such proceeding, (includingb) it waives any right to claim indemnification, without limitationsubrogation, reimbursement or contribution from the other Borrower until all Obligations have been irrevocably paid in full, (c) no act or thing need occur to establish the liability of such Borrower for its Guaranteed Obligations, and no act or thing, except full payment of the Guaranteed Obligations, shall in any Secured Obligations arising under this Section 11.18)way reduce or release the liability of such Borrower for its Guaranteed Obligations, it being the intention of Parent and the Joined Subsidiaries that all the Secured (d) its obligations for its Guaranteed Obligations shall be the joint absolute, unconditional, and several obligations irrevocable, and shall not be subject to any right of Parent and the Joined Subsidiaries without preferences setoff or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment counterclaim, (e) its agreement with respect to his Guaranteed Obligations is an absolute, unconditional and continuing guaranty of payment and not of collection, (f) it waives any and all of his surety defenses, claims and discharges and of all surety defenses, claims and discharges every other Borrower pertaining to the Guaranteed Obligations, except the defense of discharge by payment in full, (g) it waives presentment, demand for payment, notice of dishonor or nonpayment, and protest of any instrument evidencing Guaranteed Obligations, (h) its liability under the Security Agreement for the Guaranteed Obligations shall be primary and direct, and that the holder of the Secured Notes shall not be required first to resort for payment of the Guaranteed Obligations as and when due to any other Borrower or other persons or to perform commence any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, action or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce obtain any of its rights of contribution or subrogation judgment against any other Persons composing Borrower with respect or to pursue any liability incurred by it hereunder other right or under any of remedy the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries holders may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right before enforcing the liability of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforfor its Guaranteed Obligations.

Joint and Several Liability. Each of Parent Borrower shall be jointly and the Joined Subsidiaries is accepting joint and several liability hereunder and under severally liable with the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, Borrower for the mutual benefit, directly and indirectly, Obligations of each of Parent other Borrower hereunder; each Borrower shall be obligated and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability responsible for the Secured Obligationsperformance of each other Borrower hereunder; and a Default by a Borrower shall be a Default by the other Borrower. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect reference to the payment and performance term "Borrower" shall be deemed a reference to both Borrowers as if each Borrower was named individually. Each Borrower waives: (a) any right of contribution from the other Borrower until all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have has been paid in full in cash; (b) any right to require Administrative Agent to institute any action or suit to exhaust Administrative Agent's rights and remedies against any Collateral or any Borrower before proceeding against such Borrower; and (c) any obligation of Administrative Agent to mxxxxxxx any assets in favor of any Borrower. Any claim which For so long as the Obligations remain outstanding and any of Parent the Aggregate Loan Commitment or Swingline Commitment remains in effect, each Borrower hereby covenants and agrees, and hereby grants to the Joined Subsidiaries may have against other Borrower, an absolute and irrevocable power of attorney coupled with interest, to (a) execute and deliver any borrowing base certificates, (b) certify the financial statements of Borrower, (c) request Loans and execute and deliver written requests for Loans, and (d) make any other Persons composing Borrower with respect deliveries required to be delivered periodically hereunder to Administrative Agent and/or any payments to Lender hereunder Lender. Administrative Agent may proceed directly against either Borrower, both Borrowers, any Guarantor, all of the foregoing, or under any other Loan Documents are hereby expressly made subordinate and junior in right one of paymentthe foregoing or any combination of the foregoing, without limitation as to first proceeding against Borrower, or without joining all Persons liable or potentially liable for any increases portion of the Obligations in the Secured Obligations arising hereunder or thereunder, one action. Each Borrower unconditionally agrees to the prior payment Recitals to this Agreement, which are substantive in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefornature and are incorporated herein.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting The Borrowers shall have joint and several liability in respect of all Obligations hereunder and under the any other Loan Documents Document to which any Borrower is a party, without regard to any defense (other than the defense that payment in consideration full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Administrative Agent, the Issuers, or the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of any Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the financial accommodations to be provided by Lender under this AgreementBorrowers’ liability hereunder, for the mutual benefitin bankruptcy or in any other instance, directly and indirectly, of each of Parent and the Joined Subsidiaries and Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent, the Issuers or the Lenders or any other Person at any time of any right or remedy against the Borrowers or against any other Person which may be or become liable in consideration respect of their undertakings to accept joint and several liability for all or any part of the Secured Obligations. Each Obligations or against any Collateral or guarantee therefor (including each Guaranty) or right of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability offset with respect to the payment and performance of all of the Secured Obligations (includingthereto; provided, without limitationhowever, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several liabilities of the Borrowers under this Section 2.20 shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of Parent any Guarantor. The Borrowers hereby acknowledge that this Agreement is the independent and the Joined Subsidiaries without preferences several obligation of each Borrower (regardless of which Borrower shall have delivered a Notice of Borrowing or distinction among thema Notice of Conversion or Continuation) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment Each Borrower hereby expressly waives, with respect to any of the Secured Obligations as and when due Loans or to perform any Letters of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be Credit made to any other Persons composing Borrower thereforhereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans or Letters of Credit, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, any Issuer or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other Person under any other guarantee of, or security for, any of such amounts owing hereunder.

Joint and Several Liability. Each If any one or more of Parent your accounts has co-owners, each co-owner will be jointly and severally liable for any obligations and transactions resulting from use of Commercial Advantage. We are authorized to follow the instructions of any co-owner or authorized representative, without notice to any other co- owner/representative, as provided in this Agreement and your other agreements with us relating to your accounts and the Joined Subsidiaries is accepting joint and several liability hereunder and under services. We are not responsible for determining the other Loan Documents in consideration purpose of the financial accommodations to be provided by Lender under this Agreement, any instruction we receive from any authorized representative or for the mutual benefit, directly and indirectly, disposition of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a payments or funds among co-debtorowners. We reserve the right to require written instructions from all account holders and co-owners at our discretion. Warranty Disclaimer We may on a regular basis perform maintenance on our equipment or system, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences which may result in interrupted service or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases errors in the Secured Obligations Commercial Advantage service. We also may need to change the scope of our services from time to time. We will attempt to provide prior notice of such interruptions and changes but cannot guarantee that such notice will be provided. We make no representation that Commercial Advantage services will be uninterrupted or error free. Our sole obligation to you arising hereunder out of (i) the non-availability of Commercial Advantage or thereunder, to the prior payment (ii) an interruption or delay in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other propertyproviding Commercial Advantage, shall be made to use commercially reasonable efforts to resume such services. FOREGOING IS OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY. IN NO EVENT SHALL THE BANK (OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS) OR ITS SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF WE ARE ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF ANY COMPUTER EQUIPMENT, COMMERCIAL ADVANTAGE, OR ANY SERVICES ACCESSED THROUGH COMMERCIAL ADVANTAGE. WE MAKE NO WARRANTY, EXPRESSED OR IMPLIED, CONCERNING COMMERCIAL ADVANTAGE OR ITS RELATED SERVICES, WEB BROWSERS, INTERNET SERVICES, OR OTHER SERVICES, AND WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. IF ANY OF THESE DISCLAIMERS ARE LIMITED OR PROHIBITED BY APPLICABLE LAW, WE MAKE ONLY THE WARRANTIES SPECIFICALLY REQUIRED BY APPLICABLE LAW. IN NO EVENT SHALL ANY LICENSOR OR PROVIDER OF ANY SOFTWARE OR SERVICE PROVIDED BY OR THROUGH US HEREUNDER BE LIABLE TO YOU FOR ANY ERROR, LOSS OF DATA, MALFUNCTION, OR DEFECT OF OR CAUSED BY SUCH SOFTWARE OR SERVICE. ALL SUCH SOFTWARE AND SERVICES ARE PROVIDED "AS IS." Virus Protection, Firewalls and Malicious Software (“Malware”) You are obligated to take security precautions to protect your computer. If we do learn, or have reason to believe, your computer (or any other Persons composing Borrower thereforcomputer you use to access Commercial Advantage) is compromised and not secure, whether such possible or actual compromise is detected by you or by us through your access to our network and systems, we may, in our sole discretion, suspend, cancel or limit your access to Commercial Advantage without prior notice to you. If, after suspending, canceling or limiting your access to Commercial Advantage, we reactivate your prior access, you may have to re-establish someor all of your previously established settings, preferences, and payment models and previously scheduled transactions. You agree that we are not responsible for any viruses, firewalls, malware, or similar devices or programs that you may encounter when using Commercial Advantage, or for any unauthorized transactions resulting from these devices and programs.

Joint and Several Liability. Each (a) The representations, covenants, warranties and obligations of Parent Borrower hereunder are joint and several. In the event of (i) any payment by any one or more of the Borrower of any amount in excess of its respective Proportional Amount, or (ii) the foreclosure of, or the delivery of deeds in lieu of foreclosure relating to, any of the Collateral owned by one or more of the Borrowers, each Borrower (the “Overpaying Borrower”) that has paid more than its Proportional Amount or whose Collateral or assets have been utilized to satisfy obligations under the Loan or otherwise for the benefit of one or more other Borrowers shall be entitled, after payment in full of the Indebtedness and the Joined Subsidiaries is accepting joint and several liability hereunder and satisfaction of all the Borrowers’ other obligations to the Lender under the Loan Documents, to contribution from each of the benefited Borrowers (i.e., the Borrowers, other than the Overpaying Borrower, who have paid less than their respective Proportional Amount or whose Collateral or assets have not been so utilized to satisfy obligations under the Loan), for the amounts so paid, advanced or benefited, up to such benefited Borrower’s then current Proportional Amount. Such right to contribution shall be subordinate in all respects to the Loan. As used herein, the “Proportional Amount” with respect to any Borrower shall equal the amount derived as follows: (a) the ratio of the aggregate amount of the Loan allocable to the Property or Properties in which such Borrower has an interest to the then outstanding Principal Indebtedness; times (b) the aggregate amount paid or payable by the Borrowers under the Loan Documents (including interest). Notwithstanding the foregoing or anything in this Agreement or the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (includingcontrary, without limitation, no Borrower other than Amendment Date Advance Borrower shall have any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several liabilities or obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in connection with the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent Amendment Date Advance or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforSecond Additional Properties.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting The Borrowers shall have joint and several liability in respect of all Obligations hereunder and under the any other Loan Documents Document to which any Borrower is a party, without regard to any defense (other than the defense that payment in consideration full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the financial accommodations Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Obligations of the Borrowers hereunder shall not be provided conditioned or contingent upon the pursuit by Lender under the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement, for Agreement is the mutual benefit, directly independent and indirectly, several obligation of each Borrower (regardless of Parent which Borrower shall have delivered a Notice of Borrowing) and the Joined Subsidiaries and in consideration may be enforced against each Borrower separately, whether or not enforcement of their undertakings to accept joint and several liability for the Secured Obligationsany right or remedy hereunder has been sought against any other Borrower. Each of Parent and the Joined SubsidiariesBorrower hereby expressly waives, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be Loans made to any other Persons composing Borrower thereforhereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.

Joint and Several Liability. (a) Each Borrower agrees that it is jointly and severally, directly and primarily liable for the prompt Payment in Full of Parent all Obligations. Each Borrower acknowledges that (i) it will receive substantial direct and indirect benefits from the Joined Subsidiaries is accepting financing arrangements contemplated in this Agreement which would not have been available to Borrowers except upon the joint and several liability basis set forth herein, (ii) Borrowers are all Affiliated entities by common ownership, (iii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iv) each Borrower has requested that Lenders extend such a common credit facility on the terms herein provided, (v) Lenders will be making Loans against, and relying on a Lien upon, all of Borrowers’ assets even though the proceeds of any particular Loan made hereunder may not be advanced directly to a particular Borrower, (vi) each Borrower will nonetheless benefit by the making of all such Loans by Lenders and under the availability of a single credit facility of a size greater than each could independently warrant, (vii) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in this Agreement and the other Loan Documents in consideration shall be applicable to and shall be binding upon each Borrower, (viii) each Borrower would not be able to obtain the credit provided by Lenders hereunder without the financial support provided by the other Borrowers, and (ix) Lenders have made no representation or warranty with respect to validity, genuineness, regularity, or enforceability of any of the financial accommodations Loan Documents, and have no duty or responsibility whatsoever to be provided by Lender under this Agreement, for any Borrower in respect of the mutual benefit, directly management and indirectly, maintenance of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured ObligationsObligations or any Collateral. Each of Parent and the Joined Subsidiaries, jointly and severally, Borrower hereby irrevocably, absolutely and unconditionally accepts, not merely as guarantees to Lenders the prompt Payment in Full of all Obligations and agrees that such guarantee is a surety but also as a co-debtor, joint and several liability with respect to the continuing guarantee of payment and performance and not of collection which shall not be discharged until all of the Secured Obligations (including, without limitation, any Secured Obligations arising are indefeasibly Paid in Full and all commitments to make Loans under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences Agreement or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforDocument have been terminated.

Joint and Several Liability. Each Interest. Subject to the provisions of Parent and Section 4.1(c), the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined SubsidiariesBorrowers, jointly and severally, hereby irrevocablywill pay interest on the unpaid principal amount of the Base Rate Loans made to any one of them, absolutely and unconditionally acceptsfor each day from the day such Loan was made until such Loan is due (whether upon demand, not merely as at maturity, by reason of acceleration or otherwise) at a surety but also as a co-debtor, joint and several liability with respect rate per annum equal to the payment sum of (i) the Applicable Interest Margin and performance (ii) the Base Rate, payable monthly in arrears as it accrues on each Interest Payment Date. Subject to the provisions of Section 4.1(c), the Borrowers, jointly and severally, will pay interest on the unpaid principal amount of each LIBOR Loan for the applicable Interest Period at a rate per annum equal to the sum of (i) the Applicable Interest Margin and (ii) LIBOR, payable in arrears as it accrues on each Interest Payment Date. If the Borrowers fail to pay when due (whether upon demand, at maturity, by reason of acceleration or otherwise) all or any portion of the Secured Obligations (includingprincipal amount of any Loan or if there shall occur an Event of Default, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations each such unpaid amount shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations no longer bear interest in accordance with the terms thereofof Section 4.1(a) or (b), then but shall bear interest for each day from the date of such failure to pay or Event of Default, as the case may be, until such failure to pay or Event of Default shall have been cured or waived, at a rate per annum equal to the sum of (i) the Default Interest Margin and (ii) the Base Rate, payable on demand. The interest rate provided for in each such eventthe preceding sentence shall, to the other Persons composing Borrower will make such payment with respect toextent permitted by Applicable Law, or perform, such Secured Obligation. Each apply to and accrue on the amount of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower judgment entered with respect to any liability incurred Secured Obligation and shall continue to accrue at such rate during any proceeding described in Section 12.1(f) or (g). The Borrowers will, to the extent permitted by it hereunder Applicable Law, pay interest on the unpaid principal amount of any Secured Obligation that is due and payable other than the Loans in accordance with Sections 4.1(b) or under any (c), as applicable, as if such Secured Obligation were a Base Rate Revolving Credit Loan. The interest rates provided for in Sections 4.1(a), (b), (c) and (d) shall be computed on the basis of a year of 360 days and the actual number of days elapsed. Each interest rate determined with reference to the Base Rate shall be adjusted automatically as of the other Loan Documentsopening of business on the effective date of each change in the Base Rate. It is not intended by the Lenders, any payments made by it and nothing contained in this Agreement or the Notes shall be deemed, to Lender with respect to any establish or require the payment of a rate of interest in excess of the Secured Obligations or maximum rate permitted by Applicable Law (the "Maximum Rate"). If, in any collateral security therefor month, the Effective Interest Rate, absent such limitation, would have exceeded the Maximum Rate, then the Effective Interest Rate for that month shall be the Maximum Rate, and, if in future months, the Effective Interest Rate would otherwise be less than the Maximum Rate, then the Effective Interest Rate shall remain at the Maximum Rate until such time as all the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event, upon payment in full of the Secured Obligations Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would have been paid or accrued if the Effective Interest Rate had at all times been in full in cash. Any claim which any of Parent or effect, then the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunderBorrowers shall, to the prior payment extent permitted by Applicable Law, pay to the Lenders an amount equal to the excess, if any, of (i) the lesser of (A) the amount of interest which would have been charged if the Maximum Rate had, at all times, been in full effect and (B) the amount of interest which would have accrued had the Effective Interest Rate, at all times, been in cash effect and (ii) the amount of interest actually paid or accrued under this Agreement. In the event the Lenders receive, collect or apply as interest any sum in excess of the Maximum Rate, such excess amount shall be applied to the reduction of the principal balance of the Secured Obligations andObligations, in the event of any insolvencyand if no such principal is then outstanding, bankruptcysuch excess or part thereof remaining, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforthe Borrowers.

Joint and Several Liability. Each (a) The Obligations will constitute one joint and several direct and general obligation of Parent all of the Borrowers. Notwithstanding 3 <PAGE> anything to the contrary contained herein, each of the Borrowers will be jointly and severally, with each other Borrower, directly and unconditionally liable to the Administrative Agent and the Joined Subsidiaries is accepting Lenders for all Obligations, it being agreed that the Administrative Agent and the Lenders are relying on the joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations Borrowers in entering into this Agreement. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Term Loan or other Obligation, it will forthwith pay the same, without notice or demand. (b) No payment or payments made by any of the Borrowers or any other person or received or collected by the Administrative Agent or any Lender from any of the Borrowers or any other person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations will be provided by Lender deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability which will remain liable for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be until the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among themObligations are paid in full. If and (c) Each Borrower hereby agrees that to the extent that any a Borrower shall have paid more than its proportionate share of Parent or the Joined Subsidiaries shall fail to make any payment with made hereunder, such Borrower will be entitled to seek and receive contribution from and against any other Borrower hereunder which has not paid its proportionate share of such payment. The provisions of this clause (c) will in no respect limit the obligations and liabilities of any Borrower to the Administrative Agent and the Lenders, and each Borrower will remain liable to the Administrative Agent and the Lenders for the full amount of Obligations. No Borrower will be entitled to be subrogated to any of the Secured Obligations as and when due or to perform any rights of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, Administrative Agent or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation Lender against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor will any Borrower seek or be entitled to seek any contribution or reimbursement from any other Borrower in respect of payments made by such Borrower hereunder, until the Obligations are paid in full. If any amount is paid to any Borrower on account of such subrogation rights at any time as when all of the Secured Obligations have not been paid in full full, such amount will be held by such Borrower in cash. Any claim which any trust for the Administrative Agent and the Lenders, segregated from other funds of Parent or such Borrower, and will, forthwith upon receipt by such Borrower, be turned over to the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases Administrative Agent in the Secured Obligations arising hereunder or thereunderexact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent , if required), to be applied against the prior payment in full in cash of the Secured Obligations andObligations, whether matured or unmatured, in such order as the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforAdministrative Agent may determine. SECTION 4.2.

Joint and Several Liability. Each of Parent Subject to Section 2.5(b) hereof, all Borrowers shall be jointly and severally liable for all amounts due to Agent and Lenders under this Agreement and the Joined Subsidiaries is accepting joint other Financing Agreements, regardless of which Borrower actually receives the Loans or Letter of Credit Accommodations hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and several liability hereunder and under records. Subject to Section 2.5(b) hereof, all references herein or in any of the other Loan Documents in consideration Financing Agreements to any of the financial accommodations obligation of Borrowers to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the make any payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations hereunder or thereunder shall be the constitute joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among themBorrowers. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment The Obligations with respect to any Loans made to a Borrower, and the Obligations arising as a result of the Secured Obligations as joint and when due or to perform any several liability of the Secured Obligations in accordance with the terms thereofa Borrower hereunder, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any Loans made to the other Borrowers, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. Subject to Section 2.5(b) hereof, the Obligations arising as a result of the joint and several liability incurred of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrowers shall, to the fullest extent permitted by it hereunder law, be unconditional irrespective of (a) the validity or under any enforceability, avoidance or subordination of the Obligations of the other Loan DocumentsBorrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any payments made Guarantor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by it to Agent or any Lender with respect to any provisions of any instrument evidencing the Obligations of the Secured Obligations other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Agent or any Lender, (d) the failure by Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral security therefor until such time as all for the Obligations of the Secured other Borrowers, (e) the election of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of Agent or any Lender for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of a Guarantor or of the other Borrowers other than the gross negligence or wilful misconduct of Agent or a Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrowers hereunder, each Borrower waives, until the Obligations shall have been paid in full in cash. Any claim and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or any of Parent Lender now has or the Joined Subsidiaries may hereafter have against any Borrower or Guarantor and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. Upon any Event of Default, and for so long as such Event of Default is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Persons composing Borrower with respect to any payments to Lender hereunder Borrowers or under any other Loan Documents are hereby expressly made subordinate Person, or against any security or collateral for the Obligations. Each Borrower consents and junior agrees that Agent and Lenders shall be under no obligation to xxxxxxxx any assets in right favor of payment, without limitation as to Borrower(s) or against or in payment of any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each Company shall not be relieved of Parent any of its obligations under the Agreement by virtue of this CoA and Company guarantees the Joined Subsidiaries performance of the terms and conditions of the Agreement by GTAT Affiliates. Any breach of this CoA is accepting deemed to be a breach of this Agreement by Company. Company and Covered Party agree that they will be jointly and severally liable for any claims by Apple or damages incurred by Apple under the Agreement or this CoA. Company and Covered Party’s joint and several liability hereunder and under this CoA includes obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing obligations under the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, for any SOW, changing payment terms, or other terms and conditions thereof, or creating new or additional obligations after prior obligations under the mutual benefitAgreement have been satisfied in whole or in part under the Agreement, directly to the maximum extent permitted by law, Company and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of Covered Party hereby irrevocably waive any right to revoke their undertakings to accept joint and several liability under this Agreement as to future obligations. Company assumes full responsibility for keeping informed of Covered Party’s financial condition and all other circumstances bearing upon the Secured Obligationsrisk of nonpayment or nonperformance of the Agreement and any SOW and Apple will have no duty to report any such information known to Apple. Each A separate action may be brought against any of Parent Company, Covered Party or any other guarantor. [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission Company and the Joined Subsidiaries, Covered Party acknowledge and agree with Apple that they are jointly and severallyseverally liable for their obligations under the Agreement and this CoA. Neither Company’s nor Covered Party ‘s obligations to Apple will be affected by (a) the amendment, hereby irrevocablymodification, absolutely and unconditionally acceptsrenewal, not merely as a surety but also as a co-debtorincrease in the amount, joint and several liability with respect to waiver, surrender, compromise, settlement, release or termination of, or the acceptance of partial payment and performance of on, any or all of the Secured Obligations obligations, covenants or agreements of the other under the Agreement or this Amendment; (includingb) the failure by Apple to give notice to either of the occurrence of a default by the other under the Agreement; (c) the extension of the time for performance of or the giving of any other indulgence in relation to any obligation under the Agreement; (d) proceeding against Company or Covered Party or any other person or entity in any particular order; (e) the taking of any of the actions referred to in the Agreement, without limitationincluding any acceleration of sums owing thereunder;(f) any failure, omission, delay or lack on the part of Apple to enforce, assert or exercise any right, power or remedy conferred on it in the Agreement or otherwise available to it in law or equity to proceed against or exhaust any such security held from Company or Covered Party or any other person;(g) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting Company or Covered Party or any of the respective assets of either of them; (h) any defense based upon any legal disability of Company or Covered Party or, any Secured Obligations arising under this Section 11.18)release, it being the intention discharge, reduction or limitation of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any sums owing by Company or Covered Party or any other liability of Company or Covered Party to Apple; (i) the release or discharge by operation of law of Company or Covered Party from the performance or observance of any obligation, covenant or agreement contained in the Agreement or this CoA; (j) the taking and, holding, substitution, release, impairing the value, applying and directing the order or manner of sale of, or the addition to, in whole or in part, at any time or times, collateral or, guarantees or other security or support for payment under the Agreement and any change of such guaranties or collateral, guarantees or other security or support; or (k) application of payments received by Apple from Company or Covered Party to any amount owed by either to Apple, in such order as Apple shall determine in its sole discretion, whether or not such amounts are owed under this Agreement. Without limiting the generality of the Secured Obligations as foregoing, Company and when due Covered Party irrevocably waive (i) all notices all notices of acceptance of joint and several liability, the occurrence of any breach, default, nonperformance, protest, notice of protest or notice of dishonor or of any presentment, demand for any payment, action at any time taken or omitted, and to perform which each might otherwise be entitled to which it might otherwise be entitled; (ii) any claims and other rights that it now has or may hereafter acquire against Covered Party that arise from the payment or enforcement of Covered Party’s obligations under CoA, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Apple against Covered Party; (iii) any lack of authority of any officer, director, partner, agent or any other person acting or purporting to act on behalf of Company or Covered Party which is a corporation, partnership or other type of entity, or any defect in the Secured Obligations formation of it; and (iv) any rights and benefits that might otherwise be available to Company under any rights and benefits that might otherwise be available to Covered Party under California Civil Code Section 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2838, 2839, 2845, 2847, 2848, 2849, 2850, 2855, 2899 or 3433 or California Code of Civil Procedure Sections 337. This Contract of Adherence shall be governed by, and construed in accordance with the terms thereofwith, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating the State of California, without reference to any principles of Parent or conflicts of law. [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Joined Subsidiaries, Commission Acknowledged and agreed by their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution duly authorized representatives. Apple Inc. [Company] By By Name Name Title Title Date Date [Covered Party] By Name Title Date [***] Portions of any character, whether in cash, securities or other property, shall be made this exhibit have been redacted pursuant to any other Persons composing Borrower therefor.a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission

Joint and Several Liability. Each Where the Consultant comprises more than one person, the terms, conditions and warranties of Parent this Panel Agreement and any Engagement will bind all such persons jointly and each of them severally. Where the Joined Subsidiaries Consultant comprises more than one person or the Consultant is accepting joint or would be otherwise jointly or severally liable to the Commonwealth with any other person (whether in contract, in tort for negligence or otherwise), each person comprising the Consultant: warrants that it will be responsible to the Commonwealth for the acts and several liability hereunder and under omissions (including breaches of contract) of the other Loan Documents in consideration of person comprising the financial accommodations to Consultant or the other person with whom the Consultant is or would be provided by Lender under this Agreement, otherwise jointly and severally liable (Other Person) as if those acts and omissions were its own; for the mutual benefitpurposes of subparagraph (i), directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of warrants that it will: review all of the Secured Obligations activities of the Other Person under or in connection with this Panel Agreement or the performance of Services (including, without limitation, Other's Activities); and identify and rectify all errors or defects in or omissions from the Other's Activities or any Secured Obligations other aspect of the Other's Activities which is not in accordance with the relevant contractual requirements; unconditionally and irrevocably guarantees to the Commonwealth that the Other Person will discharge all of its liabilities to the Commonwealth arising under this Section 11.18out of or in connection with the Other's Activities (Other's Liabilities), it being ; unconditionally undertakes to pay to the intention Commonwealth on demand any amount demanded in writing by the Commonwealth on account of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and Other's Liabilities to the extent that any they have not been discharged by the Other Person; and as a separate, additional and primary liability, unconditionally and irrevocably indemnifies the Commonwealth from and against all costs, expenses, losses and damages incurred or suffered by the Commonwealth as a result of Parent or in connection with: the Other's Activities or the Joined Subsidiaries shall fail to make any payment with respect to any Other's Liabilities; or a breach of the Secured Obligations as and when due warranty in paragraph (b) or a failure by the person to perform any of its obligations under this clause 11.3. To the Secured Obligations in accordance with the terms thereof, then in each such eventmaximum extent permitted by law, the other Persons composing Borrower will make such payment with respect toliability of a party under paragraph (iii), (iv) or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it (v) will not enforce be affected by any of its rights of contribution act, omission, matter or subrogation against any other Persons composing Borrower with respect thing that would otherwise operate in law or in equity to any liability incurred by it hereunder reduce or under any of release the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforparty from that liability.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries Issuer is accepting joint and several liability hereunder and under the other Loan Note Documents in consideration of the financial accommodations to be provided by Lender the Purchasers under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries Issuer and in consideration of their the undertakings of the other Issuers to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined SubsidiariesIssuer, jointly and severally, hereby irrevocably, absolutely irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Issuers, with respect to the payment and performance of all of the Secured Obligations (including, without limitation, including any Secured Obligations arising under this Section 11.1812.15), it being the intention of Parent and the Joined Subsidiaries parties hereto that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries each Issuer without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries Issuer shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, event the other Persons composing Borrower Issuers will make such payment with respect to, or perform, such Secured ObligationObligation until such time as all of the Obligations are paid in full. The Obligations of each Issuer under the provisions of this Section 12.15 constitute the absolute and unconditional, full recourse Obligations of each Issuer enforceable against each Issuer to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 12.15(d)) or any other circumstances whatsoever. Except as otherwise expressly provided in this Agreement, each Issuer hereby waives notice of acceptance of its joint and several liability, notice of any Notes issued under or pursuant to this Agreement, notice of the occurrence of any default, any Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Note Agent or the Purchasers under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Issuer hereby assents to, and waives notice of, any extension or postponement of Parent the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Note Agent or the Purchasers at any time or times in respect of any default by any Issuer in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Note Agent or the Purchasers in respect of any of the Obligations, and the Joined Subsidiaries taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Issuer. Without limiting the generality of the foregoing, each Issuer assents to any other action or delay in acting or failure to act on the part of Note Agent or any Issuer with respect to the failure by any Issuer to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 12.15 afford grounds for terminating, discharging or relieving any Issuer, in whole or in part, from any of its Obligations under this Section 12.15, it being the intention of each Issuer that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Issuer under this Section 12.15 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Issuer under this Section 12.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Issuer or Note Agent or any Issuer. Each Issuer represents and warrants to Note Agent and the Issuers that such Issuer is currently informed of the financial condition of the Issuers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Issuer further represents and warrants to Note Agent and the Purchasers that such Issuer has read and understands the terms and conditions of the this Agreement and the other Note Documents. Each Issuer hereby covenants that such Issuer will continue to keep informed of the Issuers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. The provisions of this Section 12.15 are made for the benefit of Note Agent, each Purchaser, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Issuers as often as occasion therefor may arise and without requirement on the part of Note Agent, any Purchaser, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Issuer or to exhaust any remedies available to it or them against any Issuer or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 12.15 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Note Agent or any Purchaser upon the insolvency, bankruptcy or reorganization of any Issuer, or otherwise, the provisions of this Section 12.15 will forthwith be reinstated in effect, as though such payment had not been made. Each Issuer hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower Issuer with respect to any liability incurred by it hereunder or under any of the other Loan Note Documents, any payments made by it to Lender Note Agent or the Purchasers with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries Issuer may have against any other Persons composing Borrower Issuer with respect to any payments to Lender hereunder Note Agent or under any other Loan Documents Purchaser are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent Issuer, its debts or the Joined Subsidiaries, their respective debt or its assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower Issuer therefor. Each Issuer hereby agrees that after the occurrence and during the continuance of any default or Event of Default, such Issuer will not demand, xxx for or otherwise attempt to collect any indebtedness of any other Issuer owing to such Issuer until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Issuer shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Issuer as trustee for Note Agent, and such Issuer shall deliver any such amounts to Note Agent for application to the Obligations in accordance with Section 2.5.

Joint and Several Liability. All Revolving Loans, upon funding, shall be deemed to be jointly funded to and received by the Borrowers. Each of Parent Borrower jointly and the Joined Subsidiaries is accepting joint severally agrees to pay, and several liability hereunder shall be jointly and severally liable under the other Loan Documents in consideration this Agreement for, all Obligations, regardless of the financial accommodations manner or amount in which proceeds of Revolving Loans are used, allocated, shared, or disbursed by or among the Borrowers themselves, or the manner in which the Agent and/or any Lender accounts for such Revolving Loans or other extensions of credit on its books and records. Each Borrower shall be liable for all amounts due to be provided by the Agent and/or any Lender under this Agreement, regardless of which Borrower actually receives Revolving Loans or other extensions of credit hereunder or the amount of such Revolving Loans and extensions of credit received or the manner in which the Agent and/or such Lender accounts for such Revolving Loans or other extensions of credit on its books and records. Each Borrower's Obligations with respect to Revolving Loans and other extensions of credit made to it, and such Borrower's Obligations arising as a result of the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiariessuch Borrower hereunder, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to Revolving Loans made to the payment other Borrowers hereunder, shall be separate and performance of distinct obligations, but all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured such Obligations shall be the joint and several primary obligations of Parent such Borrower. Each Borrower's obligations under this Agreement and the Joined Subsidiaries without preferences or distinction among themas an obligor under a Guaranty Agreement shall be separate and distinct obligations. If and Each Borrower's obligations under this Agreement shall, to the fullest extent that permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination of the Obligations of any other Borrower or of Parent any promissory note or other document evidencing all or any part of the Obligations of any other Borrower, (ii) the absence of any attempt to collect the Obligations from any other Borrower, any Guarantor, or any other security therefor, or the Joined Subsidiaries shall fail absence of any other action to make any payment with respect to any of enforce the Secured Obligations as and when due or to perform any of same, (iii) the Secured Obligations in accordance with the terms thereofwaiver, then in each such eventconsent, the other Persons composing Borrower will make such payment with respect toextension, forbearance, or perform, such Secured Obligation. Each granting of Parent and any indulgence by the Joined Subsidiaries hereby agrees that it will not enforce Agent and/or any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any provision of any instrument evidencing the Obligations of any other Borrower or Guarantor, or any part thereof, or any other agreement now or hereafter executed by any other Borrower or Guarantor and delivered to the Agent and/or any Lender, (iv) the failure by the Agent and/or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of any other Borrower or Guarantor, (v) the Agent's and/or any Lender's election, in any proceeding instituted under the Bankruptcy Code, of the Secured Obligations application of Section 1111(b)(2) of the Bankruptcy Code or under any similar provision of the BIA or the Companies Creditors Arrangement Act (Canada), (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code or under any similar provision of the BIA or the Companies Creditors Arrangement Act (Canada), (vii) the disallowance of all or any collateral security therefor until such time as all portion of the Secured Agent's and/or any Lender's claim(s) for the repayment of the Obligations of any other Borrower under Section 502 of the Bankruptcy Code or under any similar provision of the BIA or the Companies Creditors Arrangement Act (Canada), or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower. With respect to any Borrower's Obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to Revolving Loans or other extensions of credit made to any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full in cash. Any claim and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which the Agent and/or any of Parent Lender now has or the Joined Subsidiaries may hereafter have against any other Persons composing Borrower with respect Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any payments security or collateral given to the Agent and/or any Lender hereunder to secure payment of the Obligations or under any other Loan Documents are hereby expressly made subordinate liability of any Borrower to the Agent and/or any Lender. Upon any Event of Default, the Agent may proceed directly and junior in right of paymentat once, without limitation as notice, against any Borrower to collect and recover the full amount, or any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash portion of the Secured Obligations andObligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Agent shall be under no obligation to marshal any assets in the event favor of any insolvency, bankruptcy, receivership, liquidation, reorganization Borrower or other similar proceeding under the laws against or in payment of any jurisdiction relating to any or all of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. The liability of the --------------------------- Borrowers for all of the Obligations shall be joint and several regardless of which Borrower actually receives loans or other extensions of credit hereunder or the amount of such loans received or the manner in which the Lender accounts for such loans or other extensions of credit on its books and records. Each Borrower's Obligations with respect to Revolving Loans made to it or Letters of Parent Credit issued for its account, and related fees, costs and expenses, and each Borrower's Obligations arising as a result of the Joined Subsidiaries is accepting joint and several liability hereunder and under of the Borrowers hereunder, with respect to Revolving Loans made to the other Loan Documents in consideration Borrower hereunder or Letters of Credit issued for the account of the financial accommodations to other Borrower hereunder, together with the related fees, costs and expenses, shall be provided by Lender under this Agreementseparate and distinct obligations, for the mutual benefit, directly and indirectly, all of which are primary obligations of each Borrower. Each Borrower's Obligations arising as a result of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for of the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability Borrowers hereunder with respect to loans or other extensions of credit made to the payment and performance other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of all (i) the validity of enforceability, avoidance or subordination of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan DocumentsBorrower or of any promissory note or other document evidencing all of any part of the Obligations of the other Borrower, (ii) the absence of any attempt to collect the Obligations from the other Borrower, any payments made other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by it to the Lender with respect to any provision of any instrument evidencing the Obligations of the Secured Obligations other Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to the Lender, (iv) the failure by the Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral security therefor until such time as all for the Obligations of the Secured other Borrower, (v) the Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by the other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of the Lender's claim(s) for repayment of the Obligations have been paid in full in cash. Any claim which any of Parent the other Borrower under Section 502 of the Bankruptcy Code, or the Joined Subsidiaries may have against (viii) any other Persons composing Borrower with respect to any payments to Lender hereunder circumstance which might constitute a legal or under any other Loan Documents are hereby expressly made subordinate and junior in right equitable discharge or defense of payment, without limitation as to any increases in the Secured Obligations arising hereunder a guarantor or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforBorrower.

Joint and Several Liability. Each of Parent 7. If more than one person signs this Agreement, each person shall be an accountholder and the Joined Subsidiaries is accepting their obligations under this Agreement shall be joint and several liability hereunder and under the other Loan Documents in consideration several. The legal ownership of the financial accommodations account shall be in such form as the accountholders shall designate in the Application and Agreement form and as reflected in the account title. In the event no designation is made, MLPF&S is authorized to be provided by Lender deal with the accountholders as tenants in common (without rights of survivorship). Notwithstanding the choice of law provisions of Paragraph 11, which shall govern the contractual obligations of the parties under this Agreement, the legal ownership of the account shall be governed by and interpreted under the internal laws of the state of permanent residence of accountholders who are U.S. citizens. Non-resident aliens agree that the form of joint ownership designated for the mutual benefitaccount shall be governed (notwithstanding the laws of any other jurisdiction to the contrary) by the internal laws of the State of New York and, directly and indirectlyfor purposes of determining all matters with regard to the account, agree to submit to the jurisdiction of each the courts of Parent New York and the Joined Subsidiaries Federal Courts in the Southern District of New York and in consideration consent to service of their undertakings process by certified mail to the account's address of record. All accountholders agree that each accountholder has authority to transact any business on behalf of the account as fully and completely as if each accountholder were the sole owner of the account. Subject to MLPF&S policies, MLPF&S may accept joint orders and several liability instructions, written or oral, with respect to the account from each accountholder, without notice to any other accountholder, for the Secured Obligationsreceipt, transfer and withdrawal of funds by check, wire transfer or otherwise and for the purchase, sale, exchange, transfer or other disposition of securities and other property (including margin transactions and short sales if the accountholders have selected the Investor CreditLine service). Each All accountholders further agree that all securities and other property that MLPF&S may be holding for any of Parent them, either in this account or otherwise, shall be subject to a lien for the discharge of the obligations of this account to MLPF&S, such lien to be in addition to any rights and remedies MLPF&S may otherwise have. In the Joined Subsidiariesevent of the death of an accountholder, divorce of married accountholders, assignment of an accountholder's interest or other event that causes a change in ownership of the account, all accountholders or the surviving accountholder(s) as the case may be shall immediately give MLPF&S written notice thereof, and MLPF&S may, in such event, take such action, including requiring such documents or imposing such restrictions on the account, as MLPF&S may deem necessary in the circumstances. The estate of a deceased accountholder and a departing accountholder by assignment or divorce shall remain liable, jointly and severally, hereby irrevocablywith the remaining or surviving accountholder(s), absolutely and unconditionally acceptsfor any obligations of the account arising before MLPF&S receives such notice, not merely or incurred in liquidation of the account or the adjustment of the interests of the accountholders. In the event of any such change in ownership of the account, MLPF&S is authorized to divide or retitle the account in accordance with the form of legal ownership of the account as reflected on the records of MLPF&S, or by written instructions of the remaining or surviving accountholder(s), or by obtaining a surety but also court order, as MLPF&S may reasonably determine is appropriate in the circumstances. Unless agreed otherwise among the account holders in a co-debtorwriting provided to MLPF&S, joint accounts designed "with right of survivorship" (e.g., JTWROS) shall vest the interest of a deceased accountholder in the surviving accountholder(s) and several liability accounts designated "without right of survivorship" (e.g., TIC) shall entitle the estate of a deceased accountholder and the surviving accountholder(s) to equal shares of the account. All accountholders agree to indemnify MLPF&S against any liability, loss or expense incurred from acting in accordance with this Agreement in the event of a change in ownership of the account. All statements, notices or other communications sent or given to one accountholder by MLPF&S shall be considered notice to all accountholders. In the event MLPF&S receives inconsistent instructions from two or more accountholders, reasonably believes instructions received from one accountholder are not mutually agreeable to all accountholders, or receives a court order with respect to the payment and performance of account, MLPF&S may, but is not obligated to, restrict activities in the account, require that all instructions be in writing signed by all accountholders, suspend or terminate the CMA Service and/or file an interpleader action in an appropriate court at the expense of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforaccountholders.

Joint and Several Liability. Each All obligations of Parent and the Joined Subsidiaries is accepting Sellers under this Agreement are joint and several and each Seller shall be fully liable for the obligations of Sellers hereunder. The obligation of each Seller under this Agreement shall be direct and independent of and not secondary to the obligations of any other Seller. Each Seller expressly waives any right to require Purchaser to (i) proceed against any other Seller or any other person; (ii) proceed against or exhaust any security or (iii) pursue any other remedy. Purchaser may exercise or not exercise any right or remedy it has against any other Seller or any security it holds (including the right to foreclose by judicial or nonjudicial sale) without affecting any Seller’s liability hereunder and under hereunder. Each Seller further expressly waives any rights to participate in any security held by Purchaser, any demands for performance, notices of nonperformance or the benefit of any act or omission by Purchaser which directly or indirectly results in or aids the discharge of any other Loan Documents in consideration Seller from 66 any of the financial accommodations to be provided by Lender obligations under this Agreement, for the mutual benefit, directly and indirectly, by operation of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligationslaw or otherwise. Each of Parent and the Joined SubsidiariesSeller acknowledges that, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent such Seller has or may have rights of subrogation or reimbursement against any other Seller for claims arising out of this Agreement, those rights may be impaired or destroyed if Purchaser elects to proceed against any real property security of such other Seller by non-judicial foreclosure. That impairment or destruction could, under certain judicial cases and based on equitable principles of estoppel, give rise to a defense by a Seller against its obligations under this Agreement. Each Seller waives that defense and any others arising from Purchaser’s election to pursue non-judicial foreclosure. Without limiting the generality of Parent the foregoing, each Seller expressly waives all rights, benefits and defenses, if any, applicable or available to it under either California Code of Civil Procedure Sections 580a or 726, which provide, among other things, that the amount of any deficiency judgment which may be recovered following either a judicial or nonjudicial foreclosure sale is limited to the difference between the amount of any indebtedness owed and the greater of the fair value of the security or the Joined Subsidiaries shall fail to make any payment with respect to any amount for which the security was actually sold. Without limiting the generality of the Secured Obligations as foregoing, each Seller further expressly waives all rights, benefits and when due defenses, if any, applicable or available to perform any it under either California Code of Civil Procedure Sections 580b, providing that no deficiency may be recovered on a real property purchase money obligation, or 580d, providing that no deficiency may be recovered on an obligation secured by a deed of trust on real property if the Secured Obligations real property is sold under a power of sale contained in accordance with the terms thereofdeed of trust. No failure on the part of Purchaser to exercise, then no delay in each such event, the other Persons composing Borrower will make such payment exercising and no course of dealing with respect to, any right hereunder shall operate as a waiver thereof; nor shall any single or perform, such Secured Obligation. Each partial exercise of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against right hereunder preclude any other Persons composing Borrower with respect to or further exercise thereof or the exercise of any liability incurred by it hereunder other right. No compromise, settlement, release, renewal, extension, indulgence, change in, waiver or under modification of any of the obligations under this Agreement, or the release or discharge of any other Loan Documents, any payments made by it to Lender with respect to Seller from its performance of any of the Secured Obligations obligations of Sellers hereunder shall release or discharge any collateral security therefor until such time as all Seller from the performance of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforobligations hereunder.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries Borrowers acknowledges that (i) it is accepting joint and several liability a co-borrower hereunder and under the other Loan Documents in consideration of the financial accommodations to shall be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocablywith the other Borrower, absolutely directly and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of primarily liable for the Secured Obligations regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans or other extensions of credit received or the manner in which the Lender accounts for such Loans or other extensions of credit on its books and records, (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention ii) each of Parent and the Joined Subsidiaries that all the Secured Obligations shall be secured by all of the Borrowers’ collateral, (iii) each of the Borrowers shall have the obligations of co-maker and shall be primary obligors with respect to the Loans, the Notes, and the other Secured Obligations, it being agreed that the Loans to each Borrower inure to the benefit of both Borrowers, and (iv) the Lender is relying on such joint and several liability of the Borrowers as co-makers in extending the Loans and the other extensions of credit under the Loan Documents. Each Borrower’s Secured Obligations with respect to Loans and other extensions of credit made to it, and each Borrower’s Secured Obligations arising as a result of the joint and several obligations liability of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment Borrowers hereunder, with respect to any Loans and other extensions of the Secured Obligations as and when due or credit made to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect tohereunder, or performshall be separate and distinct obligations, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, but all such Secured Obligations shall be paid primary obligations of each Borrower. Each Borrower hereby unconditionally and irrevocably agrees that upon default in full in cash before any the payment when due (whether at stated maturity, by acceleration or distribution otherwise) of any characterprincipal of, whether in cashor interest on, securities any Loan or other propertySecured Obligation payable by it to the Lender, it will forthwith pay the same, without notice of demand. Notwithstanding anything to the contrary contained in this Agreement, the Lender shall be made entitled to rely upon any Loan Notice or other Persons composing request, notice or other communication received by it from any Borrower thereforon behalf of both Borrowers, and shall be entitled to treat its giving of any notice hereunder pursuant to Section 12.02 hereof as notice to each and all Borrowers.

Joint and Several Liability. The liability of the Borrowers for all amounts due to Lender under this Agreement shall be joint and several regardless of which Borrower actually receives loans or other extensions of credit hereunder or the amount of such loans received or the manner in which Lender accounts for such loans or other extensions of credit or on its books and records. Each Borrower's Obligations with respect to Revolving Loans made to it or Accommodations issued for its account, and related fees, costs and expenses, and each Borrower's Obligations arising as a result of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and under of the Borrowers hereunder, with respect to Revolving Loans made to the other Loan Documents in consideration Borrowers hereunder or Accommodations issued for the account of the financial accommodations to other Borrowers hereunder, together with the related fees, costs and expenses, shall be provided by Lender under this Agreementseparate and distinct obligations, for the mutual benefit, directly and indirectly, all of which are primary obligations of each Borrower. Each Borrower's Obligations arising as a result of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for of the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability Borrowers hereunder with respect to loans or other extensions of credit made to the payment and performance other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any part of the Secured Obligations as and when due or to perform any of the Secured other Borrowers, (ii) the absence of any attempt to collect the Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under from any of the other Loan DocumentsBorrowers, any payments made other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by it to Lender with respect to any provision of any instrument evidencing the Obligations of the Secured Obligations other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Lender, (iv) the failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral security therefor until such time as all for the Obligations of the Secured other Borrowers, (v) Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by the other Borrowers, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of Lender's claim(s) for repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (viii) any other circumstance which might constitute a legal or equitable discharge or defense of a guarantor or of the other Borrowers. With respect to each Borrower's Obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to loans or other extensions of credit made to the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full in cash. Any claim and the Loan Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which any of Parent Lender now has or the Joined Subsidiaries may hereafter have against any other Persons composing Borrower with respect Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any payments security or collateral given to Lender hereunder to secure payment of the Obligations or any other liability of the Borrowers to Lender, whether any such right arises by way of suretyship or otherwise. Upon any Event of Default, Lender may, at its sole election, proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Borrower or any other person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Lender shall not be under any other Loan Documents are hereby expressly made subordinate and junior obligation to xxxxxxxx any assets in right favor of payment, without limitation as to such Borrower or against or in payment of any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting (a) The Borrowers shall have joint and several liability in respect of all Obligations hereunder and under the any other Loan Documents to which either Borrower is a party, without regard to any defense (other than the defense that payment in consideration full has been made), set-off or counterclaim which may at any time be available to or be asserted by the other Borrower against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the financial accommodations Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers' liability hereunder, in bankruptcy or in any other instance, and the Obligations of the Borrowers hereunder shall not be provided conditioned or contingent upon the pursuit by Lender under the Lenders or any other Person at any time of any right or remedy against the Borrowers or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement, for Agreement is the mutual benefit, directly independent and indirectly, several obligation of each Borrower (regardless of Parent which Borrower shall have delivered a Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligationsother Borrower. Each of Parent and the Joined SubsidiariesBorrower hereby expressly waives, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as Loans made to the other Borrower hereunder and when due or to perform any of the Secured Obligations amounts owing hereunder by such other Borrower in accordance with respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the terms thereofAdministrative Agent or any Lender exhaust any right, then in each power or remedy or proceeds against such event, the other Persons composing Borrower will make such payment with respect tounder this Agreement or any other agreement or instrument referred to herein, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or Person under any other Loan Documents are hereby expressly made subordinate and junior in right of paymentguarantee of, without limitation as to any increases in the Secured Obligations arising hereunder or thereundersecurity for, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforamounts owing hereunder.

Joint and Several Liability. Each Guarantor further agrees that its obligations and liabilities for the prompt and punctual payment, performance and satisfaction or purchase of Parent and the Joined Subsidiaries is accepting all of Borrower's Secured Liabilities shall be on a "joint and several liability hereunder and under several" basis with Borrower, subject to Subsection 1(c). In the other Loan Documents in consideration of the financial accommodations to be provided by Lender event that there is more than one guarantor under this Agreement, for or in the mutual benefitevent that there are other guarantors, directly endorsers, or sureties of all or any portion of Borrower's Secured Liabilities, each Guarantor's obligations and indirectlyliabilities hereunder shall be on a "joint and several" basis along with such other guarantor or guarantors, endorsers and/or sureties, subject to Subsection 1(c). The obligations of each Guarantor contained in this Agreement shall be absolute and unconditional without regard to the validity, legality, regularity or enforceability of Parent the Secured Liabilities, or any instrument evidencing, securing or relating to the Secured Liabilities, and shall not be reduced or affected in any way by any action which may in any manner or to any extent vary the risks of the Guarantor, or which might otherwise constitute a legal or equitable discharge of the Guarantor. It is the purpose and intent of the Guarantor and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent Lender that this Agreement and the Joined Subsidiariesobligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment and performance as herein provided, and that this Agreement be construed as a payment guaranty and not as a guaranty of collection and each Guarantor's liability under this Agreement shall be primary, and not secondary. Additionally, subject to Subsection 1(c), each Guarantor, in furtherance of the foregoing and not in limitation of any other right which the Lender may have against the Guarantor by virtue hereof, hereby guarantees jointly and severally, hereby irrevocably, absolutely and unconditionally acceptsunconditionally, not merely as a surety but also as a co-debtor, joint the payment of any and several liability with respect all Secured Liabilities to the payment and performance of all Lender whether or not due or payable by the Borrower upon the occurrence in respect of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention Borrower of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due events specified in Subsections (g) or to perform any (h) of Section 8.1 of the Secured Obligations in accordance with Loan Agreement (including amounts that would become due but for the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any operation of the other Loan Documents, any payments made by it to Lender with respect to any automatic stay under Section 362(a) of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of paymentBankruptcy Code, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor11 U.S.C. 362(a)).

Joint and Several Liability. Each Borrowers shall be liable for all --------------------------- amounts due to Agent under this Agreement, regardless of Parent which Borrower actually receives the Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and records. The Obligations with respect to Loans and Letter of Credit Accommodations or other extensions of credit made to a Borrower, and the Joined Subsidiaries is accepting Obligations arising as a result of the joint and several liability hereunder of a Borrower hereunder, with respect to Loans and under Letter of Credit Accommodations or other extensions of credit made to the other Loan Documents in consideration Borrowers hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Obligor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by Agent with respect to any provisions of any instrument evidencing the Obligations of the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Agent, (d) the failure by Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Secured ObligationsObligations of the other Borrowers, (e) the election of Agent in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of Agent for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of an Obligor or of the other Borrowers, other than the wilful misconduct or gross negligence of Agent or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. Each of Parent and With respect to the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the payment and performance of all of other Borrowers hereunder, each Borrower waives, until the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim immediately available funds and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which any of Parent Agent now has or the Joined Subsidiaries may hereafter have against Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent. Upon any Event of Default and for so long as the same is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Persons composing Person, or against any security or collateral for the Obligations. Each Borrower with respect consents and agrees that Agent and Lenders shall be under no obligation to marshal any payments to Lender hereunder assets in favor of Borrower(s) or under against or in payment of any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries Borrowers acknowledges that (i) it is accepting joint and several liability a co-borrower hereunder and under the other Loan Documents in consideration of the financial accommodations to shall be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocablywith the other Borrower, absolutely directly and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of primarily liable for the Secured Obligations regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans or other extensions of credit received or the manner in which the Lender accounts for such Loans or other extensions of credit on its books and records, (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention ii) each of Parent and the Joined Subsidiaries that all the Secured Obligations shall be secured by all of the Borrowers' collateral, (iii) each of the Borrowers shall have the obligations of co-maker and shall be primary obligors with respect to the Loans, the Notes, and the other Secured Obligations, it being agreed that the Loans to each Borrower inure to the benefit of both Borrowers, and (iv) the Lender is relying on such joint and several liability of the Borrowers as co-makers in extending the Loans and the other extensions of credit under the Loan Documents. Each Borrower's Secured Obligations with respect to Loans and other extensions of credit made to it, and each Borrower's Secured Obligations arising as a result of the joint and several obligations liability of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment Borrowers hereunder, with respect to any Loans and other extensions of the Secured Obligations as and when due or credit made to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect tohereunder, or performshall be separate and distinct obligations, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, but all such Secured Obligations shall be paid primary obligations of each Borrower. Each Borrower hereby unconditionally and irrevocably agrees that upon default in full in cash before any the payment when due (whether at stated maturity, by acceleration or distribution otherwise) of any characterprincipal of, whether in cashor interest on, securities any Loan or other propertySecured Obligation payable by it to the Lender, it will forthwith pay the same, without notice of demand. Notwithstanding anything to the contrary contained in this Agreement, the Lender shall be made entitled to rely upon any Loan Notice or other Persons composing request, notice or other communication received by it from any Borrower thereforon behalf of both Borrowers, and shall be entitled to treat its giving of any notice hereunder pursuant to Section 15.02 hereof as notice to each and all Borrowers.

Joint and Several Liability. The liability of each Borrower for all amounts due to Lender under this Agreement shall be joint and several regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Lender accounts for such Loans or other extensions of credit or on its books and records. Each Borrower's Obligations with respect to Revolving Loans made to it, and related fees, costs and expenses, and each Borrower's Obligations arising as a result of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder of each Borrower hereunder, with respect to Revolving Loans and under made to the other Loan Documents in consideration Borrowers hereunder, together with the related fees, costs and expenses, shall be separate and distinct obligations, all of which are primary obligations of each Borrower. Each Borrower's Obligations arising as a result of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for of the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability Borrower hereunder with respect to Loans or other extensions of credit made to the payment and performance other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of all (i) the validity, enforceability, avoidance or subordination of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan DocumentsBorrower or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrower, (ii) the absence of any attempt to collect the Obligations from the other Borrower, any payments made other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by it to Lender with respect to any provision of any instrument evidencing the Obligations of the Secured other Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to Lender, (iv) the failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of the other Borrower, (v) Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by the other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of Lender's claim(s) for BANC OF AMERICA COMMERCIAL FUNDING LOAN AND SECURITY AGREEMENT ------------------------------------------------------------------------------ repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or (viii) any other circumstance which might constitute a legal or equitable discharge or defense of a guarantor or of the other Borrower. With respect to each Borrower's Obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to Loans or other extensions of credit made to the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been indefeasibly paid in full and the Loan Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Lender now has or may hereafter have against any Borrower, any endorser of any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Lender to secure payment of the Obligations or any other liability of the Borrowers to Lender, whether any such right arises by way of suretyship or otherwise. Borrowers hereby further waive, to the fullest extent permitted by law, all suretyship or similar defense in respect of Lender and the transactions contemplated herein. Upon any Event of Default, Lender may, at its sole election, proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Borrower or any other person, or against any security or collateral security therefor until for the Obligations. Each Borrower consents and agrees that Lender shall not be under any obligation to marshal any assets in favor of such time as Borrower or against or in payment of any or all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each of Parent Borrower shall be jointly and severally liable for all amounts due to Agent and Lenders under this Agreement and the Joined Subsidiaries is accepting joint other Financing Agreements, regardless of which Borrower actually receives the Loan hereunder or the amount of such Loan received or the manner in which Agent or any Lender accounts for the Loan or other extensions of credit on its books and several liability hereunder and under records. All references herein or in any of the other Loan Documents in consideration Financing Agreements to any of the financial accommodations obligations of Borrowers to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the make any payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations hereunder or thereunder shall be the constitute joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among themBorrowers. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment The Obligations with respect to any Loan made to a Borrower, and the Obligations arising as a result of the Secured Obligations as joint and when due or to perform any several liability of the Secured Obligations in accordance with the terms thereofa Borrower hereunder, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any the Loan made to the other Borrower, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and several liability incurred of a Borrower hereunder with respect to the Loan or other extensions of credit made to the other Borrower shall, to the fullest extent permitted by it hereunder law, be unconditional irrespective of (a) the validity or under any enforceability, avoidance or subordination of the Obligations of the other Loan DocumentsBorrower or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrower, (b) the absence of any attempt to collect the Obligations from the other Borrower, any payments made Obligor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by it to Agent or any Lender with respect to any provisions of any instrument evidencing the Obligations of the Secured Obligations other Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to Agent or any Lender, (d) the failure by Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral security therefor until such time as all for the Obligations of the Secured other Borrower, (e) the election of Agent and Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of Agent or any Lender for the repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of an Obligor or of the other Borrower. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to the Loan or other extensions of credit made to the other Borrower hereunder, each Borrower waives, until the Obligations shall have been paid in full in cash. Any claim and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or any of Parent Lender now has or the Joined Subsidiaries may hereafter have against any Borrower or Obligor and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. At any time an Event of Default exists or has occurred and is continuing, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate Person, or against any security or collateral for the Obligations. Each Borrower consents and junior agrees that Agent and Lenders shall be under no obligation to marshal any assets in right favor of payment, without limitation as to any increases Borrower or against or in the Secured Obligations arising hereunder payment of any or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each All Borrowers shall be liable for all amounts due to Lenders under this Agreement, regardless of Parent which Borrower actually receives the Loans or Letter of Credit Accommodations hereunder or the amount of such Loans received or the manner in which Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and records. The Obligations with respect to Loans made to a Borrower, and the Joined Subsidiaries is accepting Obligations arising as a result of the joint and several liability hereunder and under of a Borrower hereunder, with respect to Loans made to the other Loan Documents in consideration Borrowers hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the payment and performance other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of all (a) the validity or enforceability, avoidance or subordination of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan DocumentsBorrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any payments made Obligor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by it to Lender with respect to any provisions of any instrument evidencing the Obligations of the Secured Obligations other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Lender, (d) the failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral security therefor until such time as all for the Obligations of the Secured other Borrowers, (e) the election of Lender in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of Lender for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of an Obligor or of the other Borrowers, other than the wilful misconduct or gross negligence of Lender as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrowers hereunder, each Borrower waives, until the Obligations shall have been paid in full in cash. Any claim and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which any of Parent Lender now has or the Joined Subsidiaries may hereafter have against Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Lender. Upon any Event of Default and for so long as the same is continuing, Lender may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Persons composing Person, or against any security or collateral for the Obligations. Each Borrower with respect consents and agrees that Lender shall be under no obligation to marshal any payments to Lender hereunder assets in favor of Borrower(s) or under against or in payment of any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each All US Borrowers shall be liable for all amounts due to Agent and Lenders under this Agreement, regardless of Parent which US Borrower actually receives the Loans or Letter of Credit Accommodations hereunder or the amount of such Loans received or the manner in which Agent or US Lender accounts for such Loans, Letter of Credit Accommodations or other extensions of credit on its books and records. The Obligations with respect to Loans made to a US Borrower, and the Joined Subsidiaries is accepting Obligations arising as a result of the joint and several liability hereunder and under of a US Borrower hereunder, with respect to Loans made to the other Loan Documents in consideration US Borrowers hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all US Borrowers. The Obligations arising as a result of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability US Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the payment and performance other US Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of all (a) the validity or enforceability, avoidance or subordination of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan DocumentsUS Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other US Borrowers, (b) the absence of any attempt to collect the Obligations from the other US Borrowers, any payments made Guarantor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by it to Agent or any Lender with respect to any provisions of any instrument evidencing the Obligations of the Secured Obligations other US Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other US Borrowers and delivered to Agent, (d) the failure by US Lender (or Agent on behalf of US Lender) to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral security therefor until such time as all for the Obligations of the Secured other US Borrowers, (e) the election of Agent or US Lender in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of US Lender for the repayment of the Obligations of the other US Borrowers under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of a Guarantor or of the other US Borrowers, other than the wilful misconduct or gross negligence of US Lender as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a result of the joint and several liability of a US Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other US Borrowers hereunder, each US Borrower waives, until the Obligations shall have been paid in full in cash. Any claim and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which any of Parent Agent or the Joined Subsidiaries US Lender now has or may hereafter have against US Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent or any Lender. Upon any Event of Default and for so long as the same is continuing, Agent or any Lender may proceed directly and at once, without notice, against any US Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Persons composing Person, or against any security or collateral for the Obligations. Each US Borrower with respect consents and agrees that Agent or any Lender shall be under no obligation to marsxxxx xxx assets in favor of US Borrower(s) or against or in payment of any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each (a) The Borrower agrees that it is jointly and severally liable to the Bank for the payment of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender all obligations arising under this Agreement, and that such liability is independent of the obligations of the other Borrower(s). The Bank may bring an action against any Borrower, whether an action is brought against the other Borrower(s). (b) The Borrower agrees that any release which may be given by the Bank to the other Borrower(s) or any guarantor will not release such Borrower from its obligations under this Agreement. (c) The Borrower waives any right to assert against the Bank any defense, setoff, counterclaim, or claims which such Borrower may have against the other Borrower(s) or any other party liable to the Bank for the mutual obligations of the Borrowers under this Agreement. (d) The Borrower agrees that it is solely responsible for keeping itself informed as to the financial condition of the other Borrower(s) and of all circumstances which bear upon the risk of nonpayment. The Borrower waives any right it may have to require the Bank to disclose to such Borrower any information which the Bank may now or hereafter acquire concerning the financial condition of the other Borrower(s). (e) The Borrower waives all rights to notices of default or nonperformance by any other Borrower under this Agreement. The Borrower further waives all rights to notices of the existence or the creation of new indebtedness by any other Borrower. (f) The Borrower represents and warrants to the Bank that it will derive benefit, directly and indirectly, from the collective administration and availability of each of Parent and credit under this Agreement. The Borrower agrees that the Joined Subsidiaries and in consideration of their undertakings Bank will not be required to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely inquire as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance disposition by the Borrower of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations funds disbursed in accordance with the terms thereofof this Agreement. (g) The Borrower waives any right of subrogation, then in each reimbursement, indemnification and contribution (contractual, statutory or otherwise), including without limitation, any claim or right of subrogation under the Bankruptcy Code (Title 11 of the U.S. Code) or any successor statute, which such event, the other Persons composing Borrower will make such payment with respect to, may now or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation hereafter have against any other Persons composing Borrower with respect to the indebtedness incurred under this Agreement. The Borrower waives any liability incurred by it hereunder right to enforce any remedy which the Bank now has or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may hereafter have against any other Persons composing Borrower with respect Borrower, and waives any benefit of, and any right to participate in, any payments to Lender hereunder security now or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in hereafter held by the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforBank.

Joint and Several Liability. Each The Secured Obligations shall constitute one joint and several direct and general obligation of Parent all of the Borrowers secured by the Security Interest and the Joined Subsidiaries is accepting Lien of the Mortgages and the other Security Documents and by all other Liens now, or at any time or times hereafter, granted by the Borrowers, or any of them, to the Agent for the benefit of the Lenders: Notwithstanding anything to the contrary-contained herein or in any other Loan Document and notwithstanding the fact that each Borrower has not physically executed as co-maker each Note, each of the Borrowers shall be, and hereby undertake and agree to be, joinfly and severally, with each other Borrower, directly and unconditionally liable to the Agent and the Lenders for all Secured Obligations and shall have the obligations of co-makers with respect to the Revolving Credit Loans, the Revolving Credit Notes, the Term Loans, the Term Notes and the other Secured Obligations, it being agreed that each Loan to each Borrower inures to the benefit of all Borrowers, and that the Agent and the Lenders are relying on the joint and several liability of the Borrowers as co-makers in extending the Revolving Credit Loans and the Term Loans hereunder and under would not extend the other Loan Documents in consideration of Revolving Credit Loans or the financial accommodations Term Loans to be provided by Lender under this Agreement, for any Borrower without the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Borrowers set forth in this Section 4.12. Each Borrower hereby unconditionally and irrevocably agrees that upon the becoming due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Revolving Credit Loan or Term Loan or other Secured Obligations (includingObligation payable to the Agent or any Lender, it will forthwith pay the same, without limitationnotice or demand. Additionally, each Borrower expressly acknowledges, authorizes and agrees to the provisions of Sections 2.2 and 2.3 relating to Leans and repayments giving rise to intercompany receivables and payables. (b) No Reduction in Secured Obligations. No payment or payments made by any Secured Obligations arising under this Section 11.18), it being of the intention Borrowers or any other Person or received or collected by the Agent or any Lender from any of Parent and the Joined Subsidiaries that all Borrowem or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the joint and several obligations liability of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries each Borrower under this Agreement, which shall fail to make any payment with respect to any of remain liable for the Secured Obligations as and when due or to perform any of until the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been are paid in full in cash. Any claim which any of Parent or and the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforRevolving Credit Facility is terminated.

Joint and Several Liability. Each Subject in all cases to the Agreed Security Principles, all Obligations of Parent the Tranche B-6 Term Loan Borrowers, Tranche B-7 Term Loan Borrowers and the Joined Subsidiaries is accepting joint Revolving Credit Borrowers under this Agreement and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to shall be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured ObligationsObligations of each Tranche B-6 Term Loan Borrower, and Revolving Credit Borrower. Each of Parent Anything contained in this Agreement and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect other Loan Documents to the payment contrary notwithstanding, the Obligations of each Tranche B-6 Term Loan Borrower, Tranche B-7 Term Loan Borrower and performance of all of the Secured Obligations (includingRevolving Credit Borrower hereunder, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and solely to the extent that such Tranche X-0 Xxxx Xxxx Xxxxxxxx, Xxxxxxx X-0 Term Loan Borrower or Revolving Credit Borrower did not receive proceeds of Loans from any of Parent borrowing hereunder, shall be limited to a maximum aggregate amount equal to the largest amount that would not render its Obligations hereunder subject to avoidance as a fraudulent transfer or the Joined Subsidiaries shall fail to make any payment with respect to any conveyance under §548 of the Secured Obligations as and when due or to perform any Bankruptcy Code of the Secured Obligations in accordance with United States, 11 U.S.C. §548, or any applicable provisions of comparable state law (collectively, the terms thereof“Fraudulent Transfer Laws”), then in each case after giving effect to all other liabilities of such eventTranche X-0 Xxxx Xxxx Xxxxxxxx, Xxxxxxx X-0 Term Loan Borrower or Revolving Credit Borrower, contingent or otherwise, that are relevant under the other Persons composing Borrower will make such payment with respect toFraudulent Transfer Laws (specifically excluding, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documentshowever, any payments made by it liabilities of such Tranche X-0 Xxxx Xxxx Xxxxxxxx, Xxxxxxx X-0 Term Loan Borrower or Revolving Credit Borrower in respect of intercompany Indebtedness to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate Party or Affiliates of any other Loan Party to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Loan Party hereunder) and junior in right after giving effect as assets to the value (as determined under the applicable provisions of paymentthe Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Tranche X-0 Xxxx Xxxx Xxxxxxxx, without limitation as Xxxxxxx X-0 Term Loan Borrower or Revolving Credit Borrower pursuant to (i) applicable law or (ii) any increases in the Secured agreement providing for an equitable allocation among such Tranche X-0 Xxxx Xxxx Xxxxxxxx, Xxxxxxx X-0 Term Loan Borrower or Revolving Credit Borrower and other Affiliates of any Loan Party of Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all Guaranty by such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforparties.

Joint and Several Liability. Each The obligations hereunder of Parent and the Joined Subsidiaries is accepting persons or entities constituting Guarantor under this Guaranty are joint and several liability hereunder several. CONSENT TO RECEIVE AUTODIALED AND PRERECORDED CALLS AND MESSAGES PURCHASER, Kapitus Servicing and their subsidiaries and affiliates (collectively, “KAPITUS”) may from time to time notify applicant(s) of various promotional offers and other marketing information, or contact Merchant(s) and Guarantor(s) in connection with the servicing of the Transaction Documents, or in connection with any default under the Transaction Documents. By signing this Guaranty, Guarantor(s) expressly consent and authorize KAPITUS to call, send text messages, and/or send other Loan Documents in consideration of the financial accommodations electronic messages (including prerecorded or artificial voice messages) using an automatic telephone dialing system to be any telephone number provided by Lender under this Agreement, for Merchant(s) or Guarantor(s) in the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Transaction Documents, any payments made by it to Lender with respect to any of the Secured Obligations and all applications or any collateral security therefor until such time as administrative form or other means, including cellular phone numbers and landlines, regardless of their inclusion on any do not call list, for purposes of servicing, collections, marketing or promoting any product offered by KAPITUS. Guarantor(s) further expressly consent and authorize KAPITUS to record all of the Secured Obligations have been paid calls with KAPITUS. Please note that you are not required to consent to be called for marketing or promotional purposes in full in cash. Any claim which any of Parent order to qualify for financing or the Joined Subsidiaries may have against obtain any other Persons composing Borrower with respect products or services from KAPITUS. If you do not agree to any payments to Lender hereunder be called for marketing or under any other Loan Documents are hereby expressly made subordinate and junior in right of paymentpromotional purposes, without limitation as to any increases in the Secured Obligations arising hereunder please call (000) 000-0000 or thereunderemail XXX@xxxxxxx.xxx. THE TERMS, to the prior payment in full in cash of the Secured Obligations andDEFINITIONS, in the event of any insolvencyCONDITIONS AND INFORMATION SET FORTH IN THE “PURCHASE AGREEMENT”, bankruptcy“SALE TERMS AND CONDITIONS”, receivershipAND THE “SECURITY AGREEMENT” (AS APPLICABLE) ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS GUARANTY. CAPITALIZED TERMS NOT DEFINED IN THIS GUARANTY SHALL HAVE THE MEANING SET FORTH “PURCHASE AGREEMENT”, liquidation“SALE TERMS AND CONDITIONS”, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor.AND THE “SECURITY AGREEMENT,” AS APPLICABLE. GUARANTOR By: Xxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxx (Print Name) (Signature) GUARANTOR By: N/A (Print Name) (Signature) GUARANTOR By: N/A (Print Name) (Signature)

Joint and Several Liability. Each of Parent Parent, each Subsidiary and the Joined Subsidiaries is accepting joint and several liability hereunder and any other Person named or identified as a Debtor under the other Loan Documents in consideration of the financial accommodations from time to be provided by time hereby irrevocably and unconditionally: (i) agree that each is JOINTLY and SEVERALLY liable to Lender under this Agreement, for the mutual benefit, directly full and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the prompt payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising Indebtedness under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations Loan Documents in accordance with the terms thereof, then in each such event, ; (ii) agree to fully and promptly perform all of their obligations hereunder and the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower Loan Documents with respect to each Loan hereunder as if such Loan had been made directly to it; and (iii) agree as a primary obligation to indemnify Lender on demand for and against any liability loss incurred by it Lender as a result of any of the Indebtedness of any Debtor being or becoming void, voidable, unenforceable or ineffective for any reason whatsoever, whether or not known to Lender or any person, the amount of such loss being the amount which Lender would otherwise have been entitled to recover from any one or more of Parent, Subsidiary and any other Person named as a Debtor under the Loan Documents from time to time. Each Debtor hereby designates Parent as its representative and agent on its behalf for the purposes of giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of Debtor under the Loan Documents. Parent hereby accepts such appointment. Lender may regard any notice or other communication pursuant to any Loan Document from Parent as a notice or communication LOAN AND SECURITY AGREEMENT – PAGE THERMO CREDIT, any payments LLC – FLINT TELECOM GROUP, INC. from each Debtor. Each warranty, covenant, agreement and undertaking made on behalf of a Debtor by Parent shall be deemed for all purposes to have been made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until each Debtor and shall be binding upon and enforceable against such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, Debtor to the prior payment in full in cash of same extent as it if the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all same had been made directly by such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforDebtor.

Joint and Several Liability. Each The representations, covenants, warranties and obligations of Parent Borrower hereunder are joint and several. In the event of (a) any payment by any one or more of the Borrowers of any amount in excess of its respective Proportional Amount, or (b) the foreclosure of, or the delivery of deeds in lieu of foreclosure relating to, any of the Collateral owned by one or more of the Borrowers, each Borrower (the “Overpaying Borrower”) that has paid more than its Proportional Amount or whose Collateral or assets have been utilized to satisfy obligations under the Loan or otherwise for the benefit of one or more other Borrowers shall be entitled, after payment in full of the Note and the Joined Subsidiaries is accepting joint and several liability hereunder and satisfaction of all the Borrowers’ other obligations to the Lender under the other Loan Documents in consideration Documents, to contribution from each of the financial accommodations benefited Borrowers (i.e., the Borrowers, other than the Overpaying Borrower, who have paid less than their respective Proportional Amount or whose Collateral or assets have not been so utilized to be provided by Lender satisfy obligations under this Agreement, the Loan) for the mutual benefitamounts so paid, directly and indirectlyadvanced or benefited, of each of Parent and the Joined Subsidiaries and up to such benefited Borrower’s then current Proportional Amount. Such right to contribution shall be subordinate in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect all respects to the payment and performance of all of Loan. As used herein, the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment “Proportional Amount” with respect to any Borrower shall equal the amount derived as follows: (a) the ratio of the Secured Obligations as and when due or to perform any 104 aggregate amount of the Secured Obligations Loan allocable to the Property or Properties in accordance which such Borrower has an interest to the then outstanding Principal Indebtedness; times (b) the aggregate amount paid or payable by the Borrowers under the Loan Documents (including interest). 105 Executed and delivered as of the date first hereinabove set forth. LENDER: XXXXXXX XXXXX MORTGAGE COMPANY, a New York limited partnership By: /s/ Will Waters Name: Will Waters Title: Authorized Signatory [Signatures continued on following page] 106 BORROWER: GWP NORTH RICHMOND, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President Chief Financial Officer Chief Accounting Officer By: /s/ A. Xxxx Xxxxxx-Xxxx Name: A. Xxxx Xxxxxx-Xxxx Title: Vice President and General Counsel GWP EIGHT TWELVE, LLC, A Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President Chief Financial Officer Chief Accounting Officer By: /s/ A. Xxxx Xxxxxx-Xxxx Name: A. Xxxx Xxxxxx-Xxxx Title: Vice President and General Counsel GWP WEST, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President Chief Financial Officer Chief Accounting Officer By: /s/ A. Xxxx Xxxxxx-Xxxx Name: A. Xxxx Xxxxxx-Xxxx Title: Vice President and General Counsel [Signatures continued on following page] 000 XXX XXXXXXXX XXXXXX, XXX, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President Chief Financial Officer Chief Accounting Officer By: /s/ A. Xxxx Xxxxxx-Xxxx Name: A. Xxxx Xxxxxx-Xxxx Title: Vice President and General Counsel GWP CENTRAL PLANT, LLC, A Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President Chief Financial Officer Chief Accounting Officer By: /s/ A. Xxxx Xxxxxx-Xxxx Name: A. Xxxx Xxxxxx-Xxxx Title: Vice President and General Counsel GWP NINE, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President Chief Financial Officer Chief Accounting Officer By: /s/ A. Xxxx Xxxxxx-Xxxx Name: A. Xxxx Xxxxxx-Xxxx Title: Vice President and General Counsel [Signatures continued on following page] 108 GWP EDLOE PARKING, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President Chief Financial Officer Chief Accounting Officer By: /s/ A. Xxxx Xxxxxx-Xxxx Name: A. Xxxx Xxxxxx-Xxxx Title: Vice President and General Counsel GWP ONE, LLC, A Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President Chief Financial Officer Chief Accounting Officer By: /s/ A. Xxxx Xxxxxx-Xxxx Name: A. Xxxx Xxxxxx-Xxxx Title: Vice President and General Counsel GWP TWO, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President Chief Financial Officer Chief Accounting Officer By: /s/ A. Xxxx Xxxxxx-Xxxx Name: A. Xxxx Xxxxxx-Xxxx Title: Vice President and General Counsel [Signatures continued on following page] 109 GWP EAST, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President Chief Financial Officer Chief Accounting Officer By: /s/ A. Xxxx Xxxxxx-Xxxx Name: A. Xxxx Xxxxxx-Xxxx Title: Vice President and General Counsel GWP 3800 BUFFALO SPEEDWAY, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President Chief Financial Officer Chief Accounting Officer By: /s/ A. Xxxx Xxxxxx-Xxxx Name: A. Xxxx Xxxxxx-Xxxx Title: Vice President and General Counsel 110 Schedule A Properties GWP NORTH RICHMOND, LLC: TRACT 1 (FEE SIMPLE): A tract of land containing 4.430 acres (192,963 Square Feet) situated in the X.X. Xxxxxxxx League, Abstract No. 61, Xxxxxx County, Texas, and being described as Unrestricted Reserve “A” in Block 1 of Greenway Plaza, Section Five as recorded in Xxxxxx County Film Code No. 421116 and also being the Replat of a part of Block 1 of The Xxxxx- Weslayan Addition per the map recorded in Volume 35, Page 48 of the Map Records of Xxxxxx County (H.C.M.R.) and being more particularly described by metes and bounds as follows with all bearings and coordinates referenced to the Texas Coordinate System, South Central Zone; Beginning at a found “X” in concrete (X = 3,130,911.60, Y = 707,996.54) for the point of intersection of the easterly right-of-way line of Xxxxxxx Xxxx (width varies) with the terms thereofnortherly right-of-way line of Xxxxxxxx Street (60.48 feet wide per the easement recorded under Xxxxxx County Clerk’s File Number(s) (F.N.) F623735, then Film Code No. (F.C.) 000-00-0000, Xxxxxx County Official Public Records of Real Property (H.C.O.P.R.R.P.), being a point on a non- tangent curve the left and being the southwest corner of the herein described tract of land; THENCE, Northerly, 232.46 feet along said easterly right-of-way line of Xxxxxxx Xxxx and along said curve to the left (Central Angle = 07 degrees 27 minutes 28 seconds; Radius = 1,785.95; Chord Bearing and Distance = North 08 degrees 54 minutes 59 seconds West, 232.30 feet) to an “X” in each such eventconcrete found for the northwesterly corner of this tract; THENCE, departing said right-of-way line, North 86 degrees 05 minutes 21 seconds East, passing at 255.88 feet to a 5/8-inch iron rod found and continuing for a total distance of 492.46 feet to a 5/8-inch iron rod found for an angle point on the other Persons composing Borrower will make such payment easterly north line of said Xxxxx- Weslayan Addition; THENCE, North 87 degrees 33 minutes 46 seconds East, 370.44 feet along said easterly north line to a 5/8-inch iron rod with respect toplastic cap set for a point on a non-tangent curve to the left in the west right-of-way line of Edloe Street (varying width), or performfor the northeasterly corner of this tract; THENCE, such Secured Obligation. Each southerly, 52.26 feet along the west right-of-way line of Parent Edloe Street and along said curve to the left (Central Angle = 02 degrees 33 minutes 50 seconds; Radius = 1,167.92 feet; Chord Bearing and Distance = South 01 degrees 05 minutes 42 seconds East, 52.26 feet) to an “X” in concrete found for a point of tangency; THENCE, continuing along said west right-of-way line, South 02 degrees 22 minutes 37 seconds East, 167.11 feet to a 5/8-inch iron rod w/ cap set for the intersection at the north right-of-way line of said Xxxxxxxx Street with the east right-of-way of said Edloe Street and the Joined Subsidiaries hereby agrees that it will not enforce any southeasterly corner of its rights this tract; THENCE, south 85 degrees 54 minutes 28 seconds West, a distance of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, 835.47 feet to the prior payment in full in cash Point of the Secured Obligations andBeginning, in the event enclosing within its bounds a computed area of any insolvency4.430 acres (192,963 square feet) of land, bankruptcymore or less. TOGETHER WITH THOSE CERTAIN RIGHTS APPURTENANT TO TRACT 1, receivershipAND BEING MORE PARTICULARLY DESCRIBED BELOW: (a) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS RICHMOND AVENUE AS CREATED AND DEFINED UNDER TERMS, liquidationCONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 79-414, reorganization or other similar proceeding under the laws of any jurisdiction relating A CERTIFIED COPY OF SAME RECORDED UNDER XXXXXX COUNTY CLERK’S FILE NO. G032016, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER XXXXXX COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to any of Parent or the Joined SubsidiariesGWP NORTH RICHMOND, their respective debt or assetsLLC, whether voluntary or involuntaryGWP EIGHT TWELVE, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any characterLLC, whether in cashGWP WEST, securities or other propertyLLC, shall be made GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED , 2017 UNDER XXXXXX COUNTY CLERK’S FILE NO. RP-2017- (b) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS RICHMOND AVENUE AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 79-415, A CERTIFIED COPY OF SAME RECORDED UNDER XXXXXX COUNTY CLERK’S FILE NO. G032015, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER XXXXXX COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to any other Persons composing Borrower therefor.GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED , 2017 UNDER XXXXXX COUNTY CLERK’S FILE NO. RP-2017-

Joint and Several Liability. All borrowers identified in this Note shall be jointly and severally liable for any debts secured by this Note. Modification - No modification or waiver of any of the terms of this Agreement shall be allowed unless by written agreement signed by both parties. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequentbreach or default of the same or similar nature. Transfer of the Note – Subject to the Restrictions On Transfer stipulated on page 9 in the Trophy Point Private Placement Memorandum Amended 05 April 2022, Borrower and Lender may transfer this Promissory Note with approval from each party with 30 days of notice in writing. Severability of Provisions - In the event that any portion of this Note is deemed unenforceable, all other provisions of this Note shall remain in full force and effect. Securities Act - This note has not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be sold, transferred or otherwise disposed of except in accordance with the Act, as amended, and unless a registration statement under the Act with respect to this note has become effective or unless lender establishes to the satisfaction of maker that an exemption from such registration is available. Choice of Law - All terms and conditions of this Note shall be interpreted underthe laws of the state of Georgia. Signed Under Penalty of Perjury, Xxxxx Xxxxx, Managing Member Trophy Point Investment Group, LLC CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM TROPHY POINT INVESTMENT GROUP, LLC. DEBT SECURITIES November 15, 2020 AMENDED: April 5, 2022 TROPHY POINT INVESTMENT GROUP, LLC DEBT SECURITIES This Confidential Private Placement Memorandum (the “Memorandum”) has been prepared on a confidential basis and is intended solely for the use of the recipient named on the cover hereof in connection with this offering. Each recipient, by accepting delivery of Parent this Memorandum, agrees not to make a copy of the same or to divulge the contents thereof to any person other than a legal, business, investment, or tax advisor in connection with obtaining the advice of any such persons with respect to this offering. The Memorandum relates to the offering (the “Offering”) of debt securities (the “Notes”) of Trophy Point Investment Group, LLC, a Georgia limited liability company (the “LLC” or “TPIG”). The Notes are suitable only for sophisticated investors (a) who do not require immediate liquidity for their investments, (b) for whom an investment in the Notes does not constitute a complete investment program, and (c) who have the financial ability and willingness to accept the risk associated with an investment in the Notes. The Offering is made only to certain qualified investors. Prospective investors should carefully consider the material factors described under the heading “Risk Factors,” together with the other information appearing elsewhere in this Memorandum, prior to purchasing any of the Notes offered hereby. The Notes being offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and have not been registered under the securities laws of any state, but are being offered and sold for purposes of investment and in reliance on the statutory exemptions contained in Sections 4(2) and/or 3(b) of the Securities Act and in reliance on applicable exemptions under state securities laws. Investors should make their own evaluation of the investment offered hereby. Each prospective investor should consult his or her own attorneys, business advisers and tax advisers as to legal, business, tax and related matters concerning this Offering. No offering literature or advertising in any form other than this Memorandum and the Joined Subsidiaries is accepting joint agreements and several liability hereunder and under the other Loan Documents in consideration documents referred to herein shall be considered to constitute an offering of the financial accommodations Notes. No person has been authorized to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability make any representation with respect to the payment Notes except the representations contained herein. Any representation other than those set forth in this Memorandum and performance any information other than that contained in documents and records furnished by TPIG upon request, must not be relied upon. Neither the delivery of all this Memorandum nor any sale made hereunder shall, under any circumstances, create an implication that there has been no change in the matters set forth herein since the date of this Memorandum. Sales of Notes may be made only to investors deemed suitable for investment in TPIG under the criteria set forth in this Memorandum. TPIG reserves the right, notwithstanding any such offer, to withdraw or modify the Offering and to reject any subscriptions for the Notes in whole or in part for any or no reason. Except where otherwise indicated, the information contained in this Memorandum has been compiled as of November 15, 2020. Any updated information will be delivered only in supplement to this Memorandum. This Memorandum shall remain the property of TPIG. TPIG reserves the right to require the return of this Memorandum (together with any copies or extracts thereof) at any time. NOTICE TO INVESTORS THE NOTES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC” OR “COMMISSION”) OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS THE COMMISSION OR ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM NOR IS IT INTENDED THAT THE SEC OR ANY SUCH AUTHORITY WILL DO SO. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE INTERESTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ARE BEING ISSUED IN RELIANCE ON EXEMPTIONS FROM REGISTRATION CONTAINED IN THE SECURITIES ACT AND APPLICABLE STATE LAW. THE NOTES ARE BEING OFFERED PURSUANT TO EXEMPTIONS FROM REGISTRATION WITH THE COMMISSION AND STATE SECURITIES REGULATORY AUTHORITIES; HOWEVER, NEITHER THE COMMISSION NOR ANY STATE SECURITIES REGULATORY AUTHORITY HAS MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREIN ARE EXEMPT FROM REGISTRATION. This Memorandum is not an offer to sell, nor shall any Note be offered or sold to any person, in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful under the securities laws of such jurisdiction. This Memorandum constitutes an offer only to the prospective investor identified on the cover page. The Notes are subject to restrictions on transferability and resale and may not be sold, pledged, transferred or assigned except in a transaction which is exempt under the Securities Act and applicable state securities laws, or pursuant to an effective registration statement thereunder or in a transaction otherwise in compliance with the Securities Act, applicable state securities laws and this Memorandum. Investors should be aware that they may be required to bear the financial risks of the Secured Obligations investment for an indefinite period of time. THERE IS NOT A PUBLIC MARKET FOR THE NOTES AND NONE IS EXPECTED TO DEVELOP IN THE FUTURE. TPIG reserves the right, in its sole discretion, to (includinga) modify, without limitationamend or withdraw all or a portion of the Offering at any time prior to the closing, (b) accept or reject, in whole or in part, any Secured Obligations arising under this Section 11.18)prospective investment in the Notes, it being (c) allot to any prospective investor less than the intention amount of Parent Notes that such investor desires to purchase, or (d) void any purchase made by an investor who is not qualified to participate in the Offering. The LLC and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences its members will not have any liability whatsoever to any offeree or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to investor for any of the Secured Obligations as foregoing. Before the closing, any prospective investor may ask questions of and when due or to perform any receive answers from the LLC concerning (a) TPIG, (b) its business and financial plans and projections, (c) the terms and conditions of the Secured Obligations Offering, including the Notes, and (d) any additional relevant information. You should not rely upon information not contained in accordance this Memorandum unless it is provided by TPIG. No person has been authorized in connection with this offering to give any information other than as contained in this Memorandum. In making an investment decision, investors must rely on their own examinations of TPIG and the terms thereofof the Offering, then including the merits and risks involved. TPIG’s legal and accounting advisors represent the LLC and not any individual investor. In assisting in each the preparation of this document, they have relied solely on the information provided by TPIG and have not conducted an independent inquiry to verify such eventinformation. This document and all information contained herein is that of TPIG and not provided, approved, or confirmed by any representative or advisor. Before you invest, you should consult with your own legal, investment, accounting, and tax advisors to evaluate your investment. The information contained in this Memorandum is accurate only as of the other Persons composing Borrower will make date of this Memorandum, regardless of the time of delivery of this Memorandum or of any sale of Notes. Any reproduction or distribution of this Memorandum by an offeree in whole or in part is unauthorized. NASAA Uniform Disclosure: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. NOTICE REGARDING FORWARD-LOOKING STATEMENTS This Memorandum contains statements that constitute “forward-looking statements.” These forward-looking statements can be identified by the use of predictive, future-tense or forward- looking terminology, such payment as “believes,” “anticipates,” “expects,” “estimates,” “projects,” “predicts,” “may,” “will” or similar terms. These statements appear in a number of places in this Memorandum and include statements regarding the intent, belief or current expectations of the LLC or its management with respect to, or perform, such Secured Obligationamong other things: (i) trends affecting TPIG’s performance; (ii) the United States credit markets; and (iii) the U.S. economy and real estate market generally. Each of Parent While these forward-looking statements and the Joined Subsidiaries hereby agrees that it related assumptions are made in good faith and reflect the TPIG’s current judgment, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Memorandum. These statements are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the TPIG’s control and reflect future business decisions which are subject to change. Some of these assumptions inevitably will not enforce materialize, and unanticipated events will occur which will affect TPIG’s results. Some important factors (but not necessarily all factors) that could affect TPIG’s performance, or that otherwise could cause actual results to differ materially from those expressed in or implied by any forward-looking statements include the following: ● the availability of its rights financing from traditional sources for TPIG’s target customers; ● the ability of contribution or subrogation against any TPIG to obtain capital at attractive rates; ● other Persons composing Borrower with respect factors set forth in “Risk Factors.” TPIG does not undertake to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assetsupdate forward-looking statements, whether voluntary as a result of new information, future events or involuntary, all such Secured Obligations shall be paid in full in cash before otherwise. You should not place undue reliance on any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforforward- looking statements.

Joint and Several Liability. Each All obligations of Parent and the Joined Subsidiaries is accepting Borrower under this Agreement shall be joint and several liability hereunder several, and under the other Loan Documents all references to Borrower shall mean each and every Borrower. This means that each Borrower signing below is responsible for a!! obligations in consideration this Agreement. Where any one or more of the financial accommodations parties is a corporation, partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or created in reliance upon the professed exercise of such powers shall be provided guaranteed under this Agreement. No Waiver by Lender. Lender shaH not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Granter, sha!I constitute a waiver of any of Lender's rights or of any of BUSINESS LOAN AGREEMENT (ASSET BASED) (Continued) Loan No: 18172001 Page 6 Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, for the mutual benefit, directly and indirectly, granting of each of Parent and the Joined Subsidiaries such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall cases such consent may be the joint and several obligations of Parent and the Joined Subsidiaries without preferences granted or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases withheld in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash sole discretion of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforLender.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting (a) The Borrowers shall have joint and several liability in respect of all Obligations hereunder and under any other Credit Document to which any Borrower is a party, without regard to any defense (other than the defense that payment in full has been made), set-off or counterclaim which may at any time be available to or be asserted by any other Credit Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers' liability hereunder, in bankruptcy or in any other instance, and the Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other Person at any time of any right or remedy against the Borrowers or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any Collateral or guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured ObligationsBorrower. Each of Parent and the Joined SubsidiariesBorrower hereby expressly waives, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as Loans made to the other Borrower hereunder and when due or to perform any of the Secured Obligations amounts owing hereunder by such other Credit Parties in accordance with respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the terms thereofAgent or any Lender exhaust any right, then in each power or remedy or proceeds against such event, other Credit Parties under this Agreement or the Notes or any other Persons composing Borrower will make such payment with respect toagreement or instrument referred to herein or therein, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or Person under any other Loan Documents are hereby expressly made subordinate and junior in right of paymentguarantee of, without limitation as to any increases in the Secured Obligations arising hereunder or thereundersecurity for, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforamounts owing hereunder.

Joint and Several Liability. Each of Parent Borrower hereunder shall be jointly and the Joined Subsidiaries is accepting joint and several liability severally obligated to repay all Loans made hereunder and all other Obligations, regardless of which Borrower actually receives the Loans, as if each Borrower hereunder directly received all such Loans. Each Borrower waives (a) any suretyship defenses available to it under the UCC or any other Loan Documents applicable Law, and (b) any right to require the Lenders or Agent to: (i) proceed against any Borrower or any other Person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Agent may exercise or not exercise any right or remedy they have against any Borrower or any security (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in consideration of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations equity (including, without limitation, any Secured Obligations arising law subrogating Borrower to the rights of the Lenders and Agent under this Section 11.18)Agreement) to seek contribution, it being the intention indemnification or any other form of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences reimbursement from any other Borrower, or distinction among them. If and to the extent that any of Parent other Person now or the Joined Subsidiaries shall fail to make any payment with respect to hereafter primarily or secondarily liable for any of the Secured Obligations as and when due or to perform Obligations, for any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing made by Borrower with respect to any liability incurred by the Obligations in connection with this Agreement or otherwise and all rights that it hereunder might have to benefit from, or under any of the other Loan Documentsto participate in, any payments security for the Obligations as a result of any payment made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder the Obligations in connection with this Agreement or under otherwise. Any agreement providing for indemnification, reimbursement or any other Loan Documents are hereby expressly arrangement prohibited under this Section 2.10 shall be null and void. If any payment is made subordinate to a Borrower in contravention of this Section 2.10, such Borrower shall hold such payment in trust for the Lenders and junior in right of payment, without limitation as Agent and such payment shall be promptly delivered to any increases in the Secured Obligations arising hereunder or thereunder, Agent for application to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assetsObligations, whether voluntary matured or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforunmatured.

Joint and Several Liability. Each of Parent Borrower and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations Guarantor shall be liable for all amounts due to be provided by Lender under this Agreement, regardless of which Borrower actually receives the Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Lender accounts for the mutual benefitsuch Loans, directly Letter of Credit Accommodations, Supplemental Letter of Credit Accommodations, or other extensions of credit on its books and indirectlyrecords. The Obligations with respect to Loans made to a Borrower, of each of Parent and the Joined Subsidiaries and in consideration Obligations arising as a result of their undertakings to accept the joint and several liability for of a Borrower hereunder, with respect to Loans made to the Secured Obligationsother Borrowers hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely The Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations, Supplemental Letter of Credit Accommodations, or other extensions of credit made to the payment and performance other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of all (a) the validity or enforceability, avoidance or subordination of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan DocumentsBorrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any payments made attempt to collect the Obligations from the other Borrowers, Guarantors or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by it to Lender with respect to any provisions of any instrument evidencing the Obligations of the Secured Obligations other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Lender, (d) the failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral security therefor until such time as all for the Obligations of the Secured other Borrowers, (e) the election of Lender in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) any borrowings or grant or a security interest by the other Borrowers, as debtor-in-possession under Section 364 of the Bankruptcy Code, (g) the disallowance of all or any portion of the claim(s) of Lender for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (h) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of the other Borrowers. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations, Supplemental Letter of Credit Accommodations, or other extensions of credit made to the other Borrowers hereunder, each Borrower waives, until the Obligations shall have been paid in full in cash. Any claim and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which any of Parent Lender now has or the Joined Subsidiaries may hereafter have against Borrowers, any other Persons composing Borrower with respect endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any payments security or collateral given to Lender. Upon any Event of Default, Lender may proceed directly and at once, without notice (except to the extent notice is required hereunder or under any other Loan Documents are hereby expressly made subordinate applicable law), against any Borrower or Guarantor to collect and junior in right recover the full amount, or any portion of paymentthe Obligations, without limitation as first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that Lender shall be under no obligation to xxxxxxxx any increases assets in the Secured Obligations arising hereunder favor of Borrower(s) or thereunder, to the prior against or in payment in full in cash of any or all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each Borrower (including without limitation each Borrowing Affiliate) agrees and acknowledges that the Obligations (subject to the proviso in the last sentence in the definition of Parent “Obligations” as such term is defined in Section 1.1 herein) constitute and will constitute joint and several obligations and liabilities of the Joined Subsidiaries is accepting Borrowers; provided, however, that anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Borrower with respect to the joint and several liability hereunder under this Section 2.13 shall in no event exceed the amount which can be guaranteed by such Borrower under applicable federal, state and applicable foreign laws relating to the insolvency of debtors. Each Borrower further agrees and acknowledges that all actions taken, elections made and notices and certificates furnished or received by it under or pursuant to the Loan Documents shall constitute the action, election, notice or certification of all of the Borrowers under the other Loan Documents in consideration Documents, and that each Authorized Representative shall have full authority to act for and on behalf of all of the financial accommodations to be provided by Lender under this Agreement, Borrowers for all purposes of the mutual benefit, directly and indirectly, of each of Parent and Loan Documents. Each Borrower agrees that the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for of the Secured Obligations. Each Borrowers shall not be impaired or affected by any modification, supplement, extension or amendment of Parent and any contract or agreement to which the Joined Subsidiariesparties thereto may hereafter agree, jointly and severallynor by any modification, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability release or other alteration of any of the rights of the Agent or any Lender with respect to the payment and performance Collateral other than as provided in Section 2.12(b) hereof, nor by any delay, extension of all of time, renewal, compromise or other indulgence granted by the Secured Obligations (including, without limitationAgent, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences Lender or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment other Person with respect to any of the Secured Obligations, nor by any other agreements or arrangements whatever with any other Borrower or with anyone else, each Borrower hereby waiving all notice of any such delay, extension, release, substitution, renewal, compromise or any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower hereunder is direct and unconditional as to all of the Obligations as hereunder, and when due may be enforced without requiring the Agent, any Lender or any other Person first to perform resort to any other right, remedy or security; no Borrower shall have any right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for indemnity whatsoever, nor any right of recourse to security for any of the Secured Obligations in accordance with the terms thereofhereunder, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent unless and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured said Obligations have been paid in full full; except as provided in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor.Section

Joint and Several Liability. Each Borrower hereunder shall be jointly and severally obligated to repay all Loans made hereunder, regardless of Parent and the Joined Subsidiaries is accepting joint and several liability which Xxxxxxxx actually receives said Loan, as if each Borrower hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligationsreceived all Loans. Each Borrower waives (a) any suretyship defenses available to it under applicable law, and (b) any right to require Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of Parent and the Joined Subsidiariesthis Agreement or other related document, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of each Borrower irrevocably waives all of the Secured Obligations rights that it may have at law or in equity (including, without limitation, any Secured Obligations arising law subrogating Borrower to the rights of the Lender under this Section 11.18)Agreement) to seek contribution, it being the intention indemnification or any other form of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences reimbursement from any other Borrower, or distinction among them. If and to the extent that any of Parent other Person now or the Joined Subsidiaries shall fail to make any payment with respect to hereafter primarily or secondarily liable for any of the Secured Obligations as and when due or to perform Obligations, for any of the Secured Obligations in accordance with the terms thereof, then in each payment made by such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by the Obligations in connection with this Agreement or otherwise and all rights that it hereunder might have to benefit from, or under any of the other Loan Documentsto participate in, any payments security for the Obligations as a result of any payment made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing a Borrower with respect to any payments to Lender hereunder the Obligations in connection with this Agreement or under otherwise. Any agreement providing for indemnification, reimbursement or any other Loan Documents are hereby expressly arrangement prohibited under this Section shall be null and void. If any payment is made subordinate to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for the Lender and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, such payment shall be promptly delivered to the prior payment in full in cash Lender for application to the Obligations, whether matured or unmatured. (Signature page(s) follow) ACTIVE/126830336.12 The Parties have executed and delivered this Agreement as of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor.date first above written. CELULARITY INC. By:/s/ Xxxxx X. Xxxxxx___________________ Name: Xxxxxx X. Xxxxxx Title: CEO CELULARITY LLC By:/s/ Xxxxxx X. Xxxxxx____________________ Name: Xxxxxx X. Xxxxxx Title: CEO Lender: RESORTS WORLD INC PTE LTD By:____________________________ Name: Title: ANNEX A

Joint and Several Liability. Each If the Tenant consists of Parent more than one person, their actions and the Joined Subsidiaries is accepting obligations under this Agreement shall be joint and several liability hereunder in all respects which means that each Tenant is wholly responsible for all Tenant obligations and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender sums due under this Agreement, for not just a proportionate part. It also means that the mutual benefitGuarantor (if applicable) will be liable with the Tenant to pay all rent and any debt arising from any breach of this Agreement until all debt is paid in full. The Relevant Person (if applicable) : Any person or company paying on behalf of the Tenant the monies due under the Tenancy, directly and indirectlye.g. the local authority, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings a parent or Guarantor. The Guarantor (if applicable) : The person who undertakes to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, be jointly and severally, hereby irrevocably, absolutely severally liable with the Tenant to pay all rent and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all any debt arising from any breach or default of the Secured Obligations (including, without limitation, any Secured Obligations arising under Tenant’s obligations contained in this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that Agreement until all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been debt is paid in full in cashwhether or not the Landlord elects to pursue the Tenant. Any claim The Landlord’s Agent : XxxxXxxxxxXxxx.xxx Limited whose address is Vantage London, Great Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx, XX0 0XX or any person or company who later takes over the rights and obligations of the Landlord’s Agent. The Property : The Property which has been agreed to be let including any parts of Parent the exterior forming part of the let (e.g. gardens, paths, fences, boundaries or outbuildings). Where the Joined Subsidiaries may have against any Property is a flat or forms only part of the building, the letting includes the use, with others, of communal access ways, gardens and other Persons composing Borrower with respect similar facilities to any payments to Lender hereunder or which the Landlord is entitled under any other Loan Documents are hereby expressly made subordinate and junior in right the terms of payment, without limitation as to any increases his Lease. The Head Lease (if applicable) : The Lease under which the Landlord holds the Property. The obligations set out in the Secured Obligations arising hereunder or thereunder, to Head Lease will bind the prior payment in full in cash Tenant provided the Tenant has been given notice of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforthem.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries Borrower and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined SubsidiariesBorrower, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries each Borrower that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries each Borrower without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail Borrower fails to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower comprising the Borrowers will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower comprising the Borrowers with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to the Collateral Agent or the Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations (other than inchoate indemnity obligations) have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries Borrowers may have against any other Persons composing Borrower comprising the Borrowers with respect to any payments to the Collateral Agent or the Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations (other than inchoate indemnity obligations) and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined SubsidiariesBorrowers, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations (other than inchoate indemnity obligations) shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower comprising the Borrowers therefor.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting The Borrowers shall have joint and several liability in respect of all Obligations hereunder and under the any other Loan Documents Document to which any Borrower is a party, without regard to any defense (other than the defense that payment in consideration full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the financial accommodations Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers' liability hereunder, in bankruptcy or in any other instance, and the Obligations of the Borrowers hereunder shall not be provided conditioned or contingent upon the pursuit by Lender under the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement, for Agreement is the mutual benefit, directly independent and indirectly, several obligation of each Borrower (regardless of Parent which Borrower shall have delivered a Notice of Borrowing) and the Joined Subsidiaries and in consideration may be enforced against each Borrower separately, whether or not enforcement of their undertakings to accept joint and several liability for the Secured Obligationsany right or remedy hereunder has been sought against any other Borrower. Each of Parent and the Joined SubsidiariesBorrower hereby expressly waives, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be Loans made to any other Persons composing Borrower thereforhereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations (a) US Borrowers shall be liable for all amounts due to be provided by Lender under this Agreement, regardless of which Borrower actually receives the Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Lender accounts for the mutual benefitsuch Loans, directly Letter of Credit Accommodations or other extensions of credit on its books and indirectlyrecords. The Obligations with respect to Loans and Letter of Credit Accommodations or other extensions of credit made to a Borrower, of each of Parent and the Joined Subsidiaries and in consideration Obligations arising as a result of their undertakings to accept the joint and several liability for of a US Borrower hereunder, with respect to Loans and Letter of Credit Accommodations or other extensions of credit made to the Secured Obligationsother Borrowers hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all US Borrowers. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely The Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of a US Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the payment and performance other US Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of all (a) the validity or enforceability, avoidance or subordination of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan DocumentsBorrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any payments made Obligor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by it to Lender with respect to any provisions of any instrument evidencing the Obligations of the Secured Obligations other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Lender, (d) the failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral security therefor until such time as all for the Obligations of the Secured other Borrowers, (e) the election of Lender in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of Lender for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of an Obligor or of the other Borrowers, other than the wilful misconduct or gross negligence of Lender or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a result of the joint and several liability of a US Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrowers hereunder, each US Borrower waives, until the Obligations shall have been paid in full in cash. Any claim immediately available funds and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which any of Parent Lender now has or the Joined Subsidiaries may hereafter have against Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Lender. Upon any Event of Default and for so long as the same is continuing, Lender may proceed directly and at once, without notice, against any US Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Persons composing Person, or against any security or collateral for the Obligations. Each US Borrower with respect consents and agrees that Lender shall be under no obligation to marshal any payments to Lender hereunder assets in favor of US Borrower(s) or under against or in payment of any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Borrowers are defined collectively to include all Persons constituting the Borrowers; provided, however, that any references herein to “any Borrower”, “each Borrower” or similar references, shall be construed as a reference to each individual Person named as one of the Borrowers herein. Each Person so named shall be jointly and severally liable for all of Parent the obligations of Borrowers under this Agreement. Each Borrower, individually, expressly understands, agrees and acknowledges, that the Joined Subsidiaries is accepting Credit Facilities would not be made available on the terms herein in the absence of the collective credit of all of the Persons constituting the Borrowers, the joint and several liability hereunder of all such Persons, and under the other Loan Documents in consideration cross-collateralization of the financial accommodations collateral of all such Persons. Accordingly, each Borrower, individually acknowledges that the benefit to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for Persons comprising the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely Borrower as a surety but also as a co-debtorwhole constitutes reasonably equivalent value, joint regardless of the amount of the Credit Facilities actually borrowed by, advanced to, or the amount of collateral provided by, any individual Borrower. In addition, each entity comprising Borrowers hereby acknowledges and several liability with respect to the payment and performance of agrees that all of the Secured Obligations representations, warranties, covenants, obligations, conditions, agreements and other terms contained in this Agreement shall be applicable to and shall be binding upon and measured and enforceable individually against each [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Person comprising Borrowers as well as all such Persons when taken together. By way of illustration, but without limiting the generality of the foregoing, the terms of Section 9.1 of this Agreement are to be applied to each individual Person comprising the Borrowers (including, without limitation, any Secured Obligations arising under this Section 11.18as well as to all such Persons taken as a whole), it being such that the intention occurrence of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any events described in Section 9.1 of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation this Agreement as to any increases in Person comprising the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash Borrowers shall constitute an Event of the Secured Obligations and, in the Default even if such event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made has not occurred as to any other Persons composing Borrower thereforcomprising the Borrowers or as to all such Persons taken as a whole.

Joint and Several Liability. Each The representations, covenants, warranties and obligations of Parent Borrower hereunder are joint and several. In the event of (a) any payment by any one or more of the Borrowers of any amount in excess of its respective Proportional Amount, or (b) the foreclosure of, or the delivery of deeds in lieu of foreclosure relating to, any of the Collateral owned by one or more of the Borrowers, each Borrower (the “Overpaying Borrower”) that has paid more than its Proportional Amount or whose Collateral or assets have been utilized to satisfy obligations under the Loan or otherwise for the benefit of one or more other Borrowers shall be entitled, after payment in full of the Note and the Joined Subsidiaries is accepting joint and several liability hereunder and satisfaction of all the Borrowers’ other obligations to the Lender under the Loan Documents, to contribution from each of the benefited Borrowers (i.e., the Borrowers, other than the Overpaying Borrower, who have paid less than their respective Proportional Amount or whose Collateral or assets have not been so utilized to satisfy obligations under the Loan) for the amounts so paid, advanced or benefited, up to such benefited Borrower’s then current Proportional Amount. Such right to contribution shall be subordinate in all respects to the Loan. As used herein, the “Proportional Amount” with respect to any Borrower shall equal the amount derived as follows: (a) the ratio of the aggregate amount of the Loan allocable to the Property or Properties in which such Borrower has an interest to the then outstanding Principal Amount; times (b) the aggregate amount paid or payable by the Borrowers under the Loan Documents in consideration (including interest). [The remainder of this page is intentionally blank; signatures follow] Lender and Borrower are executing this Agreement as of the financial accommodations date first above written. LENDER: XXXXXXX XXXXX MORTGAGE COMPANY, a New York limited partnership By: Xxxxxxx Sachs Real Estate Funding Corp., a New York corporation, By: /s/ J. Xxxxxxxx Xxxxxx Name: J. Xxxxxxxx Xxxxxx Title: Vice President BORROWER:371 SEVENTH AVENUE CO., LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Co-Chief Financial Officer By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President 000 XXXX 00xx XXXXXX CO., LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Co-Chief Financial Officer By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President 000 XXXX 00xx XXXXXX CO., LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Co-Chief Financial Officer By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President 000 XXXX 00xx XXXXXX CO., LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Co-Chief Financial Officer By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President 000 XXXXXXXXX XXXXXX CO., LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Co-Chief Financial Officer By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President JOINDER BY OPERATING LESSEE The undersigned, Operating Lessee, hereby joins in and executes this Agreement solely for the purposes of acknowledging the representations and agreeing to its obligations expressly set forth therein. Operating Lessee shall under no circumstances be deemed to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability “Borrower” with respect to the payment Loan. OPERATING LESSEE:371 SEVENTH AVENUE CO., LESSEE LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Co-Chief Financial Officer By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President 000 XXXX 00xx XXXXXX CO., LESSEE LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Co-Chief Financial Officer By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President 000 XXXX 00xx XXXXXX CO., LESSEE LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Co-Chief Financial Officer By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President 000 XXXX 00xx XXXXXX CO., LESSEE LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Co-Chief Financial Officer By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President 000 XXXXXXXXX XXXXXX CO., LESSEE LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Co-Chief Financial Officer By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President Exhibit A Organizational Chart Exhibit B Form of Tenant Notice [BORROWER’S LETTERHEAD] ___________, 20__ Re: Lease dated [________], 200_ between [________], as Landlord, and performance [_____], as Tenant, concerning premises known as [________] (the “Building”). Dear Tenant: [As of all _______, 200_, ___________, the owner of the Secured Obligations Building, has transferred the Building to _____________ (including, without limitation, any Secured Obligations arising under this Section 11.18the “New Landlord”), it being the intention of Parent .] The undersigned hereby directs and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail authorizes you to make any payment with respect all rental payments and other amounts payable by you pursuant to any of the Secured Obligations your lease as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor.follows:

Joint and Several Liability. Each Notwithstanding anything to the contrary herein contained, each Borrower shall be and remain jointly and severally liable with the other Borrower for (i) the payment of Parent each and every sum from time to time due from the Joined Subsidiaries Borrowers, (ii) each and every obligation undertaken and (iii) each and every liability incurred on the part of the Borrowers under or pursuant to the Finance Documents. If at any time a Borrower has paid to the Finance Parties or the Finance Parties have recovered from that Borrower a sum which was due from the Borrowers under or pursuant to the Finance Documents and such sum is accepting joint higher than the amount that Borrower was obliged to contribute in its relation (if any) with the other Borrower, then that Borrower shall not have the benefit of any right of subrogation and several liability hereunder shall not exercise any right of recourse or claim any set-off or counterclaim against the other Borrower or prove otherwise in competition with the Finance Parties (all such rights being hereby irrevocably waived by each Borrower) unless and until the outstanding indebtedness under the other Loan Finance Documents has been paid and discharged in consideration of the financial accommodations to be provided by Lender under this Agreementfull. If, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect only to the payment and performance of all of the Secured Obligations (includingextent, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations (or parts thereof) are deemed to be guarantee obligations (in Norwegian: kausjon) pursuant to the terms of Parent the FA Act: (i) the maximum liability of each Borrower for the other Borrower's obligations under the Finance Documents shall always be limited to USD 300,000,000 plus (i) any interest, default interest, Break Cost or other costs, fees and expenses related to the Joined Subsidiaries without preferences Borrowers' obligations under the Finance Documents and (ii) any default interest or distinction among themother costs, fees and expenses related to the liability of that Borrower hereunder. If and Each Borrower, to the extent that any of Parent or it is considered to be a guarantor for the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any obligations of the other Loan DocumentsBorrower, any payments made by it to Lender with respect to any specifically waives all rights under the provisions of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforFA Act not being mandatory provisions.

Joint and Several Liability. Each The representations, covenants, warranties and obligations of Parent and the Joined Subsidiaries is accepting Borrower hereunder are joint and several liability hereunder and under several. In the other Loan Documents in consideration event of (a) any payment by any one or more of the financial accommodations Persons comprising Borrower of any Indebtedness in excess of its respective Proportional Amount, or (b) the foreclosure of, or the delivery of deeds in lieu of foreclosure relating to, any of the Collateral owned by one or more of the Persons comprising Borrower, each Person comprising Borrower (each, an “Overpaying Borrower”) that has paid more than its Proportional Amount of any Indebtedness or whose Collateral or assets have been utilized to satisfy more than its Proportional Amount of any Indebtedness (each entity comprising Borrower that is benefited thereby, a “Benefited Borrower”) shall be provided by Lender under this Agreement, entitled to contribution from each of the Benefited Borrowers for the mutual benefitIndebtedness so paid up to such Benefited Borrower’s then current Proportional Amount of such Indebtedness, directly and indirectly, of each of Parent and the Joined Subsidiaries and provided that such right to contribution shall be subordinate in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect all respects to the payment Loan and performance of all of shall not be exercised by an Overpaying Borrower until the Secured Obligations (includingIndebtedness shall have been paid in full. As used herein, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment “Proportional Amount” with respect to any Borrower shall equal the amount derived as follows: (a) the ratio of the Secured Obligations as and when due or to perform any aggregate Allocated Loan Amounts of the Secured Obligations in accordance with Property or Properties owned by such Borrower to the terms thereofLoan Amount; times (b) the amount of the Indebtedness as to which such determination is being made. Lender and Borrower are executing this Agreement as of the date first above written. BORROWER: NEW PLAN OF ARLINGTON HEIGHTS, then in each such eventLLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President BORROWER: NEW PLAN CINNAMINSON URBAN RENEWAL, L.L.C., a New Jersey limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President BORROWER: NEW PLAN OF CINNAMINSON, L.P., a Delaware limited partnership By: New Plan of Cinnaminson GP, LLC, a Delaware limited liability company, its general partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President BORROWER: BRIXMOR MONTEBELLO PLAZA, L.P., a Delaware limited partnership By: Brixmor Montebello Plaza GP, LLC, a Delaware limited liability company, its general partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President [Signatures continued on following page] LENDER: XXXXXXX XXXXX MORTGAGE COMPANY, a New York limited partnership By: Xxxxxxx Sachs Real Estate Funding Corp., its general partner By: /s/ J. Xxxxxxxx Xxxxxx Name: J. Xxxxxxxx Xxxxxx Title: Vice President Exhibit A Organizational Chart Exhibit B Form of Tenant Notice Properties Being Transferred to New Borrower Entity [BORROWER’S LETTERHEAD] , 2012 Re: Lease between [ ], as Landlord, and [ ], as Tenant, concerning premises known as [ ] (the “Property”). Dear Tenant: This letter constitutes notification that, on or about the date of this letter, [ ], the landlord under your lease, has transferred the Property to [ ], LLC (the “New Landlord”), and you should direct all correspondence to the landlord under your lease to New Landlord at the following address: With a copy to: [New Landlord] c/o Brixmor Property Group 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: General Counsel [New Landlord] c/o Brixmor Property Group [Regional Office Address] Attn: Regional Counsel You should make any checks payable to the landlord under your lease to the New Landlord. In addition, the undersigned hereby directs and authorizes you to direct all rental payments and other Persons composing Borrower will make amounts payable by you pursuant to your lease as follows: If the payment is made by wire transfer, you shall transfer the applicable funds to the following account: If the payment is made by check, you shall deliver your payment to one of the following addresses: Bank: KeyBank, National Association Account By Regular Mail: Name: [ ] [ ] Account No. [ ] ABA No.: [ ] By Overnight Mail: Contact: [ ] [ ] In addition, please amend the insurance policies which you are required to maintain under your lease to include the New Landlord as an additional insured thereon and send proof of such payment with respect toamendment to [ ]@xxxxxxx.xxx The instructions set forth herein (i) replace any prior instructions delivered to you (which prior instructions are deemed rescinded by the undersigned) and (ii) are irrevocable and are not subject to modification by us or the New Landlord in any manner except that (A) Xxxxxxx Xxxxx Mortgage Company, or performits successors and assigns (the “Lender”), such Secured Obligation. Each of Parent may by written notice to you rescind or modify the instructions contained herein and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any (B) following repayment in full of the other Loan Documents, any payments loan made by it the Lender, the New Landlord may rescind or modify the instructions contained herein by sending you a written notice that includes a copy of Lender’s written confirmation that the loan has been repaid in full. Thank you in advance for your cooperation and if you have any questions, please contact us at xxxxxxxxx@xxxxxxx.xxx. Very truly yours, Properties Owned by Recycled Borrower Entity/ Not Being Transferred to Lender with respect New Borrower Entity [BORROWER’S LETTERHEAD] , 2012 Re: Lease between [ ], as Landlord, and [ ], as Tenant, concerning premises known as [ ]. Dear Tenant: The undersigned hereby directs and authorizes you to any direct all rental payments and other amounts payable by you pursuant to your lease as follows: If the payment is made by wire transfer, you shall transfer the applicable funds to the following account: If the payment is made by check, you shall deliver your payment to one of the Secured Obligations following addresses: Bank: KeyBank, National Association Account By Regular Mail: Name: [ ] [ ] Account No. [ ] ABA No.: [ ] By Overnight Mail: Contact: [ ] [ ] The instructions set forth herein (i) replace any prior instructions delivered to you (which prior instructions are deemed rescinded by the undersigned) and (ii) are irrevocable and are not subject to modification by us in any manner except that (A) Xxxxxxx Sachs Mortgage Company, or any collateral security therefor until such time as all its successors and assigns (the “Lender”), may by written notice to you rescind or modify the instructions contained herein and (B) following repayment in full of the Secured Obligations loan made by the Lender, the undersigned may rescind or modify the instructions contained herein by sending you a written notice that includes a copy of Lender’s written confirmation that the loan has been repaid in full. Please note that the contact information for your property manager and property accountant remain unchanged. Thank you in advance for your cooperation and if you have been paid in full in cashany questions, please contact us at xxxxxxxxx@xxxxxxx.xxx. Any claim which any Very truly yours, Exhibit C Form of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly Subordination and Non-Disturbance Agreement SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations andday of , in the event of any insolvency201 , bankruptcyby and between Xxxxxxx Xxxxx Mortgage Company, receivershipa New York limited partnership, liquidationwhose address for notice under this Agreement is 000 Xxxx Xxx Xxxxxxx Xxxxxxxxx, reorganization or other similar proceeding Xxxxx 000, Xxxxxx, Xxxxx 00000, Attention: General Counsel, (with its successors and assigns, “Lender”), and , whose address for notice under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiariesthis Agreement is , their respective debt or assets(with its successors and assigns, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor“Tenant”).

Joint and Several Liability. Borrower is defined collectively to include all Persons constituting Borrower; provided, however, that any references herein to “any Borrower”, “each Borrower”, “a Borrower” or similar references, shall be construed as a reference to each individual Person comprising Borrower. In addition, each Person comprising Borrower hereby acknowledges and agrees that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in this Agreement shall be applicable to and shall be binding upon each Person comprising Borrower unless expressly otherwise stated herein. Each Borrower shall be jointly and severally liable for all of the Obligations of each other Borrower, regardless of which Borrower actually receives the proceeds or other benefits of the Term Loans or other extensions of credit hereunder or the manner in which Borrowers, Administrative Agent or any Lender accounts therefor in their respective books and records. Each Borrower acknowledges that it will enjoy significant benefits from the business conducted by each other Borrower because of, inter alia, their combined ability to bargain with other Persons including without limitation their ability to receive the Term Loans and other credit extensions under this Agreement and the other Loan Documents which would not have been available to any Borrower acting alone. Each Borrower has determined that it is in its best interest to procure the credit facilities contemplated hereunder, with the credit support of each other Borrower as contemplated by this Agreement and the other Loan Documents. Each of Parent Administrative Agent and the Joined Subsidiaries Lenders have advised each Borrower that it is accepting unwilling to enter into this Agreement and the other Loan Documents and make available the credit facilities extended hereby or thereby to any Borrower unless each Borrower agrees, among other things, to be jointly and severally liable for the due and proper payment of the Obligations of each other Borrower. Each Borrower has determined that it is in its best interest and in pursuit of its purposes that it so induce the Lenders to extend credit pursuant to this Agreement and the other documents executed in connection herewith (A) because of the desirability to each Borrower of the credit facilities hereunder and the interest rates and the modes of borrowing available hereunder and thereunder, (B) because each Borrower may engage in transactions jointly with other Borrowers and (C) because each Borrower may require, from time to time, access to funds under this Agreement for the purposes herein set forth. Each Borrower, individually, expressly understands, agrees and acknowledges, that the credit facilities contemplated hereunder would not be made available on the terms herein in the absence of the collective credit of all the Borrowers, and the joint and several liability of all the Borrowers. Accordingly, each Borrower acknowledges that the benefit of the accommodations made under this Agreement to the Borrower, as a whole, constitutes reasonably equivalent value, regardless of the amount of the indebtedness actually borrowed by, advanced to, or the amount of credit provided to, or the amount of collateral provided by, any one Borrower. To the extent that applicable law otherwise would render the full amount of the joint and several obligations of any Borrower hereunder and under the other Loan Documents in consideration of invalid or unenforceable, such Person’s obligations hereunder and under the financial accommodations to other Loan Documents shall be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect limited to the payment maximum amount which does not result in such invalidity or unenforceability; provided, however, that each Borrower’s obligations hereunder and performance of all of under the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations other Loan Documents shall be the joint presumptively valid and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and enforceable to the their fullest extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms hereof or thereof, then in each such event, as if this Section 16 were not a part of this Agreement. To the other Persons composing extent that any Borrower will shall make such a payment with respect to, under this Section 16 of all or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the Obligations (a “Joint Liability Payment”) which, taking into account all other Loan Documents, any payments Joint Liability Payments then previously or concurrently made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower, exceeds the amount that such Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Joint Liability Payments in the Secured Obligations arising hereunder or thereunder, same proportion that such Person’s “Allocable Amount” (as defined below) (as determined immediately prior to such Joint Liability Payments) bore to the aggregate Allocable Amounts of each Borrower as determined immediately prior to the making of such Joint Liability Payments, then, following payment in full in cash of the Secured Obligations and(other than contingent indemnification Obligations not then asserted), such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Joint Liability Payments. As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim which could then be recovered from such Borrower under this Section 16 without rendering such claim voidable or avoidable under §548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. Each Borrower assumes responsibility for keeping itself informed of the financial condition of each other Borrower, and any and all endorsers and/or guarantors of any instrument or document evidencing all or any part of such other Borrower’s Obligations, and of all other circumstances bearing upon the risk of nonpayment by such other Borrower of their Obligations, and each Borrower agrees that neither Administrative Agent nor any Lender shall have any duty to advise such Borrower of information known to Administrative Agent or any Lender regarding such condition or any such circumstances or to undertake any investigation not a part of its regular business routine. If Administrative Agent or any Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, neither Administrative Agent nor any Lender shall be under any obligation to update any such information or to provide any such information to such Borrower or any other Person on any subsequent occasion. Administrative Agent is hereby authorized to, at any time and from time to time, (a) in accordance with the event terms of this Agreement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, Obligations incurred by any Borrower or any other Loan Party, otherwise modify, amend or change the terms of any insolvency, bankruptcy, receivership, liquidation, reorganization promissory note or other similar proceeding under agreement, document or instrument now or hereafter executed by any Borrower or any other Loan Party and delivered to Administrative Agent or any Lender; (b) accept partial payments on an Obligation incurred by any Borrower; (c) take and hold security or collateral for the laws payment of an Obligation incurred by any Borrower hereunder or for the payment of any jurisdiction relating guaranties of an Obligation incurred by any Borrower or other liabilities of any Borrower and exchange, enforce, waive and release any such security or collateral; (d) apply such security or collateral and direct the order or manner of sale thereof as Administrative Agent, in its sole discretion, may determine; and (e) settle, release, compromise, collect or otherwise liquidate an Obligation incurred by any Borrower and any security or collateral therefor in any manner, without affecting or impairing the obligations of any other Borrower. In accordance with the terms of this Agreement, Administrative Agent shall have the exclusive right to determine the time and manner of application of any payments or credits, whether received from a Borrower or any other source, and such determination shall be binding on each Borrower. In accordance with the terms of this Agreement, all such payments and credits may be applied, reversed and reapplied, in whole or in part, to any of Parent an Obligation incurred by any Borrower as Administrative Agent shall determine in its sole discretion without affecting the validity or enforceability of the Obligations of any other Borrower. Nothing in this Section 16 shall modify any right of any Borrower or any Lender to consent to any amendment or modification of this Agreement or the Joined Subsidiariesother Loan Documents in accordance with the terms hereof or thereof. Each Borrower hereby agrees that, their respective debt or assetsexcept as hereinafter provided, whether voluntary or involuntary, all such Secured Obligations its obligations hereunder shall be paid in full in cash before any payment or distribution unconditional, irrespective of (a) the absence of any character, whether in cash, securities attempt to collect an Obligation incurred by Borrower from any Borrower or any guarantor or other property, shall be made action to any other Persons composing Borrower therefor.enforce the same;

Joint and Several Liability. Each The obligations of Parent and the Joined Subsidiaries is accepting joint and several liability Borrowers hereunder and under the other Loan Documents in consideration shall be joint and several and, as such, each Borrower shall be liable for all of the financial accommodations to be provided by Lender obligations of the other Borrowers under this AgreementAgreement and the other Loan Documents. To the fullest extent permitted by law, the liability of each Borrower for the mutual benefit, directly and indirectly, of each of Parent obligations under this Agreement and the Joined Subsidiaries and in consideration other Loan Documents of their undertakings to accept the other Borrowers with whom it has joint and several liability shall be absolute, unconditional and irrevocable, without regard to (i) the validity or enforceability of this Agreement or any other Loan Document, any of the obligations hereunder or thereunder or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any applicable Secured Party, (ii) any defense, setoff or counterclaim (other than a defense of payment or performance hereunder; provided that no Borrower hereby waives any suit for breach of a contractual provision of any of the Loan Documents) which may at any time be available to or be asserted by any other Borrower or any other Person against any Secured Party or (iii) any other circumstance whatsoever (with or without notice to or knowledge of any other Borrower or such 122 Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any other Borrower for the Secured Obligations. Each obligations hereunder or under any other Loan Document or of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising such Borrower under this Section 11.18)4.14, it being the intention in bankruptcy or in any other instance. Each Borrower hereby expressly waives promptness, diligence, notice of Parent acceptance and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and any other notice (except to the extent that any of Parent provided for herein or the Joined Subsidiaries shall fail to make any payment in another Loan Document) with respect to any of the Secured Obligations as and when due Obligations, this Agreement or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents and any requirement that the Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any Collateral. Notwithstanding any other provisions contained herein or in any other Loan Document, if a “secured creditor” (as that term is defined under the BIA) is determined by a court of competent jurisdiction not to include a Person to whom obligations are hereby expressly made subordinate owed on a joint and junior in right several basis, then such Person’s Obligations (and the Obligations of payment, without limitation as to each other Canadian Obligor or any increases in the Secured Obligations arising hereunder or thereunderother applicable Obligor), to the prior payment in full in cash of the Secured extent such Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other propertyare secured, shall be made to any other Persons composing Borrower thereforseveral obligations and not joint and several obligations.

Joint and Several Liability. Each Borrower (including without limitation each Borrowing Affiliate) agrees and acknowledges that the Obligations (subject to the proviso in the last sentence in the definition of Parent "Obligations" as such term is defined in Section 1.1 32 herein) constitute and will constitute joint and several obligations and liabilities of the Joined Subsidiaries is accepting Borrowers; provided, however, that anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Borrower with respect to the joint and several liability hereunder under this Section 2.14 shall in no event exceed the amount which can be guaranteed by such Borrower under applicable federal, state and applicable foreign laws relating to the insolvency of debtors. Each Borrower further agrees and acknowledges that all actions taken, elections made and notices and certificates furnished or received by it under or pursuant to the Loan Documents shall constitute the action, election, notice or certification of all of the Borrowers under the other Loan Documents in consideration Documents, and that each Authorized Representative shall have full authority to act for and on behalf of all of the financial accommodations to be provided by Lender under this Agreement, Borrowers for all purposes of the mutual benefit, directly and indirectly, of each of Parent and Loan Documents. Each Borrower agrees that the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for of the Secured Obligations. Each Borrowers shall not be impaired or affected by any modification, supplement, extension or amendment of Parent and any contract or agreement to which the Joined Subsidiariesparties thereto may hereafter agree, jointly and severallynor by any modification, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability release or other alteration of any of the rights of the Agent or any Lender with respect to the Collateral other than as provided in Section 2.13(b) hereof, nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Agent, any Lender or any other Person with respect to any of the Obligations, nor by any other agreements or arrangements whatever with any other Borrower or with anyone else, each Borrower hereby waiving all notice of any such delay, extension, release, substitution, renewal, compromise or any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower hereunder is direct and unconditional as to all of the Obligations hereunder, and may be enforced without requiring the Agent, any Lender or any other Person first to resort to any other right, remedy or security; no Borrower shall have any right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for indemnity whatsoever, nor any right of recourse to security for any of the Obligations hereunder, unless and until all of said Obligations have been paid in full; except as provided in Section 2.13(b) hereof and subject to the proviso to the first sentence of this Section 2.14, nothing shall discharge or satisfy the liability of any Borrower hereunder except the full payment and performance of all of the Secured Obligations (including, without limitation, Obligations; any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint present and several future debts and obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and each Borrower to the extent that any other Borrowers are hereby waived and postponed in favor of Parent or and subordinated to the Joined Subsidiaries shall fail to make any full payment with respect to any and performance of all present and future Obligations of the Secured Obligations as and when due or Borrowers to perform any of the Secured Obligations in accordance with the terms thereof, then in each such eventAgent, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent Lenders and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforPerson.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations Borrowers shall be liable for all amounts ---------------------------- due to be provided by Lender under this Agreement, regardless of which Borrower actually receives the Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Lender accounts for the mutual benefitsuch Loans, directly Letter of Credit Accommodations or other extensions of credit on its books and indirectlyrecords. The Obligations with respect to Loans made to a Borrower, of each of Parent and the Joined Subsidiaries and in consideration Obligations arising as a result of their undertakings to accept the joint and several liability for of a Borrower hereunder, with respect to Loans made to the Secured Obligationsother Borrower hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely The Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the payment and performance other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of all (a) the validity or enforceability, avoidance or subordination of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan DocumentsBorrower or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrower, any payments made Obligor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by it to Lender with respect to any provisions of any instrument evidencing the Obligations of the Secured Obligations other Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to Lender, (d) the failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral security therefor until such time as all for the Obligations of the Secured other Borrower, (e) the election of Lender in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of Lender for the repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of any Obligor or of the other Borrower, other than the wilful misconduct, gross negligence or bad faith of Lender as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrower hereunder, each Borrower waives, until the Obligations shall have been paid in full in cash. Any claim and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which any of Parent Lender now has or the Joined Subsidiaries may hereafter have against Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Lender. Upon any Event of Default and for so long as the same is continuing, Lender may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrower or any other Persons composing Person, or against any security or collateral for the Obligations. Each Borrower with respect consents and agrees that Lender shall be under no obligation to xxxxxxxx any payments to Lender hereunder assets in favor of Borrower(s) or under against or in payment of any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each (a) The obligations of Parent and the Joined Subsidiaries is accepting joint and several liability any U.S. Borrower hereunder and under the other Loan Documents in consideration to which each U.S. Borrower is a party shall be joint and several and, as such, each U.S. Borrower shall be liable for all of such obligations of each other U.S. Borrower under this Agreement and the other Loan Documents to which any U.S. Borrower is a party. To the fullest extent permitted by law, the liability of each U.S. Borrower for the obligations under this Agreement and the other Loan Documents of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept other applicable U.S. Borrowers with whom it has joint and several liability for the Secured Obligations. Each of Parent shall be absolute, unconditional and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (includingirrevocable, without limitationregard to (i) the validity or enforceability of this Agreement or any other Loan Document, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due obligations hereunder or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, thereunder or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until or guarantee or right of offset with respect thereto at any time or from time to time held by any applicable Secured Creditor, (ii) any defense, set-off or counterclaim which may at any time be available to or be asserted by such time as all of the Secured Obligations have been paid in full in cash. Any claim which other applicable U.S. Borrower or any of Parent or the Joined Subsidiaries may have other Person against any Secured Creditor or (iii) any other Persons composing circumstance whatsoever (with or without notice to or knowledge of such other applicable U.S. Borrower with respect or such U.S. Borrower) which constitutes, or might be construed to any payments to Lender constitute, an equitable or legal discharge of such other applicable U.S. Borrower for the obligations hereunder or under any other Loan Documents are Document, or of such U.S. Borrower under this Section 12.23, in bankruptcy or in any other instance, in each case of the foregoing clauses (i) through (iii), other than a defense of payment or performance hereunder; provided that no U.S. Borrower hereby expressly waives any suit for breach of a contractual provision of any of the Loan Documents. (b) Each U.S. Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Agreement, by any payments made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunderotherwise, to until the prior payment in full in cash of all of the Secured Obligations andobligations hereunder and under any other Loan Document, in the event termination or expiration of all Letters of Credit and the permanent termination of all Commitments. Any amount paid to any U.S. Borrower on account of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under such subrogation rights prior to the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid payment in full in cash before of all of the obligations hereunder and under any payment other Loan Document, the termination or distribution expiration of all Letters of Credit and the permanent termination of all Commitments shall be held in trust for the benefit of the applicable Lenders and shall immediately be paid to the Administrative Agent for the benefit of the applicable Lenders and credited and applied against the obligations of the applicable U.S. Borrower pursuant to Section 2.2(c). In furtherance of the foregoing, for so long as any characterobligations of the U.S. Borrowers hereunder, any Letters of Credit or any Commitments remain outstanding, each U.S. Borrower shall refrain from taking any action or commencing any proceeding against any other U.S. Borrower (or any of its successors or assigns, whether in cash, securities connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made in respect of the obligations hereunder or under any other property, shall be made Loan Document of such other U.S. Borrower to any other Persons composing Borrower thereforSecured Creditor.” (e)Article XIV of the Credit Agreement is hereby amended by adding the following as a new Section 14.16: “14.16

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting The Secured Obligations shall constitute one joint and several liability hereunder direct and under general obligation of all of the Borrowers secured by the Security Interest and the Lien of the Mortgages and the other Loan Security Documents in consideration and by all other Liens now, or at any time or times hereafter, granted by the Borrowers, or any of them, to the Agent for the benefit of the financial accommodations Lenders. Notwithstanding anything to be provided by Lender under this Agreementthe contrary contained herein or in any other Loan Document and notwithstanding the fact that each Borrower has not physically executed as co-maker each Note, for the mutual benefit, directly and indirectly, of each of Parent the Borrowers shall be, and the Joined Subsidiaries hereby undertake and in consideration of their undertakings agree to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiariesbe, jointly and severally, hereby irrevocablywith each other Borrower, absolutely directly and unconditionally accepts, not merely as a surety but also as a liable to the Agent and the Lenders for all Secured Obligations and shall have the obligations of co-debtormakers with respect to the Revolving Credit Loans, the Revolving Credit Notes, the Term Loans, the Term Notes and the other Secured Obligations, it being agreed that each Loan to each Borrower inures to the benefit of all Borrowers, and that the Agent and the Lenders are relying on the joint and several liability with respect of the Borrowers as co-makers in extending the Revolving Credit Loans and the Term Loans hereunder and would not extend the Revolving Credit Loans or the Term Loans to any Borrower without the payment and performance undertakings of all of the Borrowers set forth in this Section 4.12. Each Borrower hereby unconditionally and irrevocably agrees that upon the becoming due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Revolving Credit Loan or Term Loan or other Secured Obligations (includingObligation payable to the Agent or any Lender, it will forthwith pay the same, without limitationnotice or demand. Additionally, each Borrower expressly acknowledges, authorizes and agrees to the provisions of Sections 2.2 and 2.3 relating to Loans and repayments giving rise to intercompany receivables and payables. No Reduction in Secured Obligations. No payment or payments made by any Secured Obligations arising under this Section 11.18), it being of the intention Borrowers or any other Person or received or collected by the Agent or any Lender from any of Parent and the Joined Subsidiaries that all Borrowers or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the joint and several obligations liability of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any Borrower under this Agreement, each of Parent or the Joined Subsidiaries which shall fail to make any payment with respect to any of remain liable for the Secured Obligations as and when due or to perform any of until the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been are paid in full in cash. Any claim which any of Parent or and the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforRevolving Credit Facility is terminated.

Joint and Several Liability. Each Subtenant hereby agrees to comply with all of Parent the Landlord/Subtenant Terms and hereby further agrees that Landlord shall have the Joined Subsidiaries is accepting joint right to enforce such Landlord/Subtenant Terms directly against Subtenant. Subtenant and several liability hereunder and Tenant agree that Landlord may, upon an Event of Default by Tenant under the other Loan Documents in consideration of Master Lease, collect rent directly from Subtenant and apply the financial accommodations amount collected from Subtenant to Tenant’s monetary obligations under the Master Lease. Tenant and Subtenant hereby agree to be provided by Lender under this Agreement, and remain jointly and severally liable to Landlord for the mutual benefit, directly payment of rent pertaining to the Sublease Premises and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations terms and provisions of the Master Lease (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent as amended hereby) and the Joined Subsidiaries Landlord/Subtenant Terms, respectively, pertaining to the Sublease Premises arising after the date of the Sublease (provided, however, Subtenant and Tenant acknowledge and agree that all the Secured Obligations shall be the joint and several liability of each may be governed by different provisions as set forth in this Consent). Notwithstanding the foregoing, (a) Subtenant shall be liable to Landlord for monthly base rent only in the amount set forth in the Sublease (and Subtenant does not assume or agree to perform any obligations of Parent Tenant under the Master Lease for payment of Basic Monthly Rental or Expense and Tax Increase Payments except as expressly provided in the Joined Subsidiaries without preferences Sublease), (b) Subtenant shall not be liable to Landlord for any holding over by Tenant (but not by Subtenant) in the Sublease Premises after the expiration or distinction among them. If and other termination of the Master Lease, (c) Subtenant shall not be liable for the removal of any Alterations (as defined in the Sublease) to be constructed in the Sublease Premises pursuant to the Work Letter, (d) except to the extent that caused by Subtenant, Subtenant shall not be liable for any damage to the Sublease Premises occurring (i) prior to the Term Commencement Date (as defined in the Sublease) or (ii) after the later of Parent (A) the expiration or earlier termination of the Joined Subsidiaries Sublease or (B) Subtenant’s surrender of the Sublease Premises to Tenant, and (e) payment and performance from Subtenant to Tenant shall fail satisfy Subtenant’s obligation to make any payment Landlord with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforperformance.

Joint and Several Liability. Borrower is defined collectively to include all Persons constituting Borrower; provided, however, that any references herein to “any Borrower”, “each Borrower”, “a Borrower” or similar references, shall be construed as a reference to each individual Person comprising Borrower. In addition, each Person comprising Borrower hereby acknowledges and agrees that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in this Agreement shall be applicable to and shall be binding upon each Person comprising Borrower unless expressly otherwise stated herein. Each Borrower shall be jointly and severally liable for all of the Obligations of each other Borrower, regardless of which Borrower actually receives the proceeds or other benefits of the Term Loans or other extensions of credit hereunder or the manner in which Borrowers, Administrative Agent or any Lender accounts therefor in their respective books and records. Each Borrower acknowledges that it will enjoy significant benefits from the business conducted by each other Borrower because of, inter alia, their combined ability to bargain with other Persons including without limitation their ability to receive the Term Loans and other credit extensions under this Agreement and the other Loan Documents which would not have been available to any Borrower acting alone. Each Borrower has determined that it is in its best interest to procure the credit facilities contemplated hereunder, with the credit support of each other Borrower as contemplated by this Agreement and the other Loan Documents. Each of Parent Administrative Agent and the Joined Subsidiaries Lenders have advised each Borrower that it is accepting unwilling to enter into this Agreement and the other Loan Documents and make available the credit facilities extended hereby or thereby to any Borrower unless each Borrower agrees, among other things, to be jointly and severally liable for the due and proper payment of the Obligations of each other Borrower. Each Borrower has determined that it is in its best interest and in pursuit of its purposes that it so induce the Lenders to extend credit pursuant to this Agreement and the other documents executed in connection herewith (A) because of the desirability to each Borrower of the credit facilities hereunder and the interest rates and the modes of borrowing available hereunder and thereunder, (B) because each Borrower may engage in transactions jointly with other Borrowers and (C) because each Borrower may require, from time to time, access to funds under this Agreement for the purposes herein set forth. Each Borrower, individually, expressly understands, agrees and acknowledges, that the credit facilities contemplated hereunder would not be made available on the terms herein in the absence of the collective credit of all the Borrowers, and the joint and several liability of all the Borrowers. Accordingly, each Borrower acknowledges that the benefit of the accommodations made under this Agreement to the Borrower, as a whole, constitutes reasonably equivalent value, regardless of the amount of the indebtedness actually borrowed by, advanced to, or the amount of credit provided to, or the amount of collateral provided by, any one Borrower. To the extent that applicable law otherwise would render the full amount of the joint and several obligations of any Borrower hereunder and under the other Loan Documents in consideration of invalid or unenforceable, such Person’s obligations hereunder and under the financial accommodations to other Loan Documents shall be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect limited to the payment maximum amount which does not result in such invalidity or unenforceability; provided, however, that each Borrower’s obligations hereunder and performance of all of under the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations other Loan Documents shall be the joint presumptively valid and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and enforceable to the their fullest extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms hereof or thereof, then in each such event, as if this Section 16 were not a part of this Agreement. To the other Persons composing extent that any Borrower will shall make such a payment with respect to, under this Section 16 of all or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the Obligations (a “Joint Liability Payment”) which, taking into account all other Loan Documents, any payments Joint Liability Payments then previously or concurrently made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower, exceeds the amount that such Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Joint Liability Payments in the Secured Obligations arising hereunder or thereunder, same proportion that such Person’s “Allocable Amount” (as defined below) (as determined immediately prior to such Joint Liability Payments) bore to the aggregate Allocable Amounts of each Borrower as determined immediately prior to the making of such Joint Liability Payments, then, following payment in full in cash of the Secured Obligations and(other than contingent indemnification Obligations not then asserted), such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Joint Liability Payments. As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim which could then be recovered from such Borrower under this Section 16 without rendering such claim voidable or avoidable under §548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. Each Borrower assumes responsibility for keeping itself informed of the financial condition of each other Borrower, and any and all endorsers and/or guarantors of any instrument or document evidencing all or any part of such other Borrower’s Obligations, and of all other circumstances bearing upon the risk of nonpayment by such other Borrower of their Obligations, and each Borrower agrees that neither Administrative Agent nor any Lender shall have any duty to advise such Borrower of information known to Administrative Agent or any Lender regarding such condition or any such circumstances or to undertake any investigation not a part of its regular business routine. If Administrative Agent or any Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, neither Administrative Agent nor any Lender shall be under any obligation to update any such information or to provide any such information to such Borrower or any other Person on any subsequent occasion. Administrative Agent is hereby authorized to, at any time and from time to time, (a) in accordance with the event terms of this Agreement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, Obligations incurred by any Borrower or any other Loan Party, otherwise modify, amend or change the terms of any insolvency, bankruptcy, receivership, liquidation, reorganization promissory note or other similar agreement, document or instrument now or hereafter executed by any Borrower or any other Loan Party and delivered to Administrative Agent or any Lender; (b) accept partial payments on an Obligation incurred by any Borrower; (c) take and hold security or collateral for the payment of an Obligation incurred by any Borrower hereunder or for the payment of any guaranties of an Obligation incurred by any Borrower or other liabilities of any Borrower and exchange, enforce, waive and release any such security or collateral; (d) apply such security or collateral and direct the order or manner of sale thereof as Administrative Agent, in its sole discretion, may determine; and (e) settle, release, compromise, collect or otherwise liquidate an Obligation incurred by any Borrower and any security or collateral therefor in any manner, without affecting or impairing the obligations of any other Borrower. In accordance with the terms of this Agreement, Administrative Agent shall have the exclusive right to determine the time and manner of application of any payments or credits, whether received from a Borrower or any other source, and such determination shall be binding on each Borrower. In accordance with the terms of this Agreement, all such payments and credits may be applied, reversed and reapplied, in whole or in part, to any of an Obligation incurred by any Borrower as Administrative Agent shall determine in its sole discretion without affecting the validity or enforceability of the Obligations of any other Borrower. Nothing in this Section 16 shall modify any right of any Borrower or any Lender to consent to any amendment or modification of this Agreement or the other Loan Documents in accordance with the terms hereof or thereof. Each Borrower hereby agrees that, except as hereinafter provided, its obligations hereunder shall be unconditional, irrespective of (a) the absence of any attempt to collect an Obligation incurred by Borrower from any Borrower or any guarantor or other action to enforce the same; (b) failure by Administrative Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for an Obligation incurred by any Borrower; (c) of any proceeding under the laws Bankruptcy Code, or any similar proceeding, by or against any Borrower or any other Loan Party, or Administrative Agent’s or any Lender’s election in any such proceeding of the application of §1111(b)(2) of the Bankruptcy Code; (d) any borrowing or grant of a security interest by any Borrower as debtor-in-possession under §364 of the Bankruptcy Code; (e) the disallowance, under §502 of the Bankruptcy Code, of all or any portion of Administrative Agent’s or any Lender’s claim(s) for repayment of any jurisdiction relating of an Obligation incurred by any Borrower; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor unless such legal or equitable discharge or defense is that of a Borrower in its capacity as a Borrower. Any notice given by any Borrower hereunder shall constitute and be deemed to be notice given by all Borrowers, jointly and severally. Notice given by Administrative Agent or any Lender to any of Parent Borrower hereunder or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made pursuant to any other Persons composing Loan Documents in accordance with the terms hereof or thereof shall constitute notice to each Borrower. The knowledge of any Borrower thereforshall be imputed to all Borrowers and any consent by any Borrower shall constitute the consent of and shall bind all Borrowers. This Section 16 is intended only to define the relative rights of Borrower and nothing set forth in this Section 16 is intended to or shall impair the obligations of Borrower, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement or any other Loan Documents. Nothing contained in this Section 16 shall limit the liability of any Borrower to pay the credit facilities made directly or indirectly to such Borrower and accrued interest, fees and expenses with respect thereto for which such Borrower shall be primarily liable. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of each Borrower to which such contribution and indemnification is owing. The rights of any indemnifying Borrower against the other Borrowers under this Section 16 shall be exercisable upon the full and payment of the Obligations. No payment made by or for the account of a Borrower, including, without limitation, (a) a payment made by such Borrower on behalf of an Obligation of another Borrower or (b) a payment made by any other Person under any guaranty, shall entitle such Borrower, by subrogation or otherwise, to any payment from such other Borrower or from or out of property of such other Borrower and such Borrower shall not exercise any right or remedy against such other Borrower or any property of such other Borrower by reason of any performance of such Borrower of its joint and several obligations hereunder, until, in each case, the payment in full of all Obligations (other than contingent indemnification Obligations not then asserted). The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above. BORROWER: QUMU CORPORATION, a Minnesota corporation By:_/s/ David G. Xxxxxx_____ Name: David G. Xxxxxx Title: Chief Financial Officer GUARANTOR: QUMU, INC., a California corporation By:_/s/ David G. Xxxxxx_____ Name: David G. Xxxxxx Title: Chief Financial Officer Signature Page to Credit Agreement ESW HOLDINGS, INC., as Administrative Agent and Lender By: /s/ Andrew S. Xxxxx Xxxe: Andrew S. Xxxxx Xxxle: Chief Financial Officer ANNEX A LENDERS AND PRO RATA SHARES Lender Term Loan Commitment Pro Rata Share ESW HOLDINGS, INC. $10,000,000 100% TOTALS $10,000,000 100% Annex A to Credit Agreement ANNEX B

Joint and Several Liability. Each of Parent and Borrower shall be liable for all amounts due to the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Lender accounts for the mutual benefitsuch Loans or other extensions of credit on its books and records. The Borrower's Obligations with respect to Loans made to it, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration Borrower's Obligations arising as a result of their undertakings to accept the joint and several liability for of the Secured ObligationsBorrowers hereunder, with respect to Loans made to the other Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of the Borrowers. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely Borrower's Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of the Borrowers hereunder with respect to Loans or other extensions of credit made to the payment and performance other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of all (i) the validity or enforceability, avoidance or subordination of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan DocumentsBorrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (ii) the absence of any attempt to collect the Obligations from the other Borrowers, any payments made other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by it to the Lender with respect to any provision of any instrument evidencing the Obligations of the Secured Obligations other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to the Lender, (iv) the failure by the Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral security therefor until such time as all for the Obligations of the Secured Obligations have been paid other Borrowers, (v) the Lender's election, in full in cash. Any claim which any of Parent or proceeding instituted under the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of paymentBankruptcy Code, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations andapplication of Section 1111(b)(2) of the Bankruptcy Code, in (vi) any borrowing or grant of a security interest by the event of any insolvencyother Borrowers, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor.as

Joint and Several Liability. Each All Obligations of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and Domestic Borrowers under the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations Obligations of Parent the Domestic Borrowers and, in addition, shall be guaranteed by each Domestic Borrower under the Borrowers' Guaranty. The Obligations of and the Joined Subsidiaries Liens granted by any such Domestic Borrowers under the Loan Documents shall not be impaired or released by any action or inaction on the part of any Agent or any Lender with respect to any Loan Party, including any action or inaction which would otherwise release a surety. The Obligations of each Domestic Borrower shall be limited in amount to an amount not to exceed the maximum amount of obligations that can be made or assumed by such Domestic Borrower without preferences rendering such obligation made or distinction assumed, as it relates to such Domestic Borrower, void or voidable under applicable laws relating to fraudulent conveyance, fraudulent transfer or other similar laws affecting the rights of creditors generally. In order to provide for just and equitable contribution among themthe Domestic Borrowers if any payment is made by any of the Domestic Borrowers (a "FUNDING BORROWER") in discharging any of the Obligations, such Funding Borrower shall be entitled to a contribution from each other Domestic Borrower for all payments, damages and expenses incurred by such Funding Borrower in discharging the Obligations, in the manner and to the extent required to allocate liabilities in an equitable manner among the Domestic Borrowers on the basis of the relative benefits received by the Domestic Borrowers. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make a Funding Borrower makes any payment with respect to any Lender or any other Person in respect of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan DocumentsObligations, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries said Funding Borrower may have against any other Persons composing Domestic Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made by reason thereof shall be subject and subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior cash payment in full in cash of the Secured Obligations andObligations. The parties hereto acknowledge that the right to contribution hereunder shall constitute an asset of the party to which such contribution is owing. Notwithstanding any of the foregoing to the contrary, such contribution arrangements shall not limit in any manner the event joint and several nature of the Obligations, limit, release or otherwise impair any rights of any insolvency, bankruptcy, receivership, liquidation, reorganization Agent or other similar proceeding any Lender under the laws Loan Documents, or alter, limit or impair the obligation of any jurisdiction relating each Domestic Borrower, which is absolute and unconditional and joint and several with the other Domestic Borrowers, to any of Parent or repay the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each The obligations hereunder of Parent and the Joined Subsidiaries is accepting persons or entities constituting Guarantor under this Guaranty are joint and several liability hereunder several. CONSENT TO RECEIVE AUTODIALED AND PRERECORDED CALLS AND MESSAGES PURCHASER, Kapitus Servicing and their subsidiaries and affiliates (collectively, “KAPITUS”) may from time to time notify applicant(s) of various promotional offers and other marketing information, or contact Merchant(s) and Guarantor(s) in connection with the servicing of the Transaction Documents, or in connection with any default under the Transaction Documents. By signing this Guaranty, Guarantor(s) expressly consent and authorize KAPITUS to call, send text messages, and/or send other Loan Documents in consideration of the financial accommodations electronic messages (including prerecorded or artificial voice messages) using an automatic telephone dialing system to be any telephone number provided by Lender under this Agreement, for Merchant(s) or Guarantor(s) in the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Transaction Documents, any payments made by it to Lender with respect to any of the Secured Obligations and all applications or any collateral security therefor until such time as administrative form or other means, including cellular phone numbers and landlines, regardless of their inclusion on any do not call list, for purposes of servicing, collections, marketing or promoting any product offered by KAPITUS. Guarantor(s) further expressly consent and authorize KAPITUS to record all of the Secured Obligations have been paid calls with KAPITUS. Please note that you are not required to consent to be called for marketing or promotional purposes in full in cash. Any claim which any of Parent order to qualify for financing or the Joined Subsidiaries may have against obtain any other Persons composing Borrower with respect products or services from KAPITUS. If you do not agree to any payments to Lender hereunder be called for marketing or under any other Loan Documents are hereby expressly made subordinate and junior in right of paymentpromotional purposes, without limitation as to any increases in the Secured Obligations arising hereunder please call (000) 000-0000 or thereunderemail XXX@xxxxxxx.xxx. THE TERMS, to the prior payment in full in cash of the Secured Obligations andDEFINITIONS, in the event of any insolvencyCONDITIONS AND INFORMATION SET FORTH IN THE “PURCHASE AGREEMENT”, bankruptcy“SALE TERMS AND CONDITIONS”, receivershipAND THE “SECURITY AGREEMENT” (AS APPLICABLE) ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS GUARANTY. CAPITALIZED TERMS NOT DEFINED IN THIS GUARANTY SHALL HAVE THE MEANING SET FORTH “PURCHASE AGREEMENT”, liquidation“SALE TERMS AND CONDITIONS”, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor.AND THE “SECURITY AGREEMENT,” AS APPLICABLE. GUARANTOR By Xxxxxx Xxxx (Print Name) (Signature) GUARANTOR By N/A (Print Name) (Signature) GUARANTOR By N/A (Print Name) (Signature)

Joint and Several Liability. Each If a credit is granted to several separate natural persons, the co-debtors jointly and severally undertake to fulfil all of Parent and the Joined Subsidiaries is accepting joint their obligations arising from said credit. Joint and several liability hereunder shall also exist between all the heirs and under the other Loan Documents in consideration successors of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations debtor(s) in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any Article 1221 of the other Loan Documents, any Civil Code. All payments made by it one or more co-debtors or co-obligees shall be deemed to Lender with respect to any have been made in the name of and in discharge of the Secured Obligations or any collateral security therefor until such time as all lendee and each of the Secured Obligations have been paid co-debtors or co-obligees hereby waives the right to avail him or herself of any legal subrogation that may result from their payments, except with the written consent of the Credit institution. Clause 8: Assignment of receivables and direct debit of salary, wages or remuneration in full general of any kind, etc. As security for the repayment of the sum payable to the Credit institution, in cashprincipal, interest and charges, the lendee agrees to assign to the Credit institution, which accepts, the rents, farm rents, receivables, bonuses, premiums and sums in general of any kind that may be owed to it, in any respect whatsoever and that any creditor owes to it now or in the future, and that any debtor shall be required to withhold upon ordinary notification under the assignment. Any claim which The lendee also agrees to require his or her current and future employers to transfer his or her salary, wages or remuneration in general of any kind to a current account held with the Credit institution and to process most of Parent his or her financial transactions through the Joined Subsidiaries Credit institution until the credit granted is repaid. The lendee may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of paymentnot, without limitation the express agreement of the Credit institution, take out loans with other creditors or act as guarantor for third parties. Clause 9: Commitments of the lendee acting as a merchant In the event that the lendee acts as a merchant, it undertakes: - to any increases process most of its financial operations through the Credit institution for the duration of the credit period; - not to sell or mortgage its property assets without the prior written authorisation of the Credit institution; - to submit to the Credit institution by 30 June of each year its year-end balance sheet for the previous year. The Credit institution shall treat this document as strictly confidential. Clause 10: Pledge All stocks and securities belonging to the lendee that the Credit institution holds now or in the Secured Obligations arising hereunder future in its own registers or thereunderthat are deposited with its correspondents shall be used, independently of the security granted herein, as collateral up to the prior payment amount due under the credit, in full in cash accordance with Articles 110 to 119 of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction Commercial Code (Code de commerce) relating to any commercial pledge and the Law of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor5 August 2005 on financial guarantee contracts.

Joint and Several Liability. Each All Obligations of Parent the Borrowers under this Agreement and the Joined Subsidiaries is accepting other Credit Documents shall be joint and several liability hereunder Obligations of each Borrower. Anything contained in this Agreement and under the other Loan Credit Documents in consideration of to the financial accommodations to be provided by Lender under this Agreementcontrary notwithstanding, for the mutual benefit, directly and indirectly, Obligations of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined SubsidiariesBorrower hereunder, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and solely to the extent that such Borrower did not receive proceeds of Loans from any borrowing hereunder, shall be limited to a maximum aggregate amount equal to the largest amount that would not render its Obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under §548 of Parent the Bankruptcy Code, 11 U.S.C. §548, or any applicable provisions of comparable state or foreign law (collectively, the Joined Subsidiaries shall fail “Fraudulent Transfer Laws”), in each case after giving effect to make all other liabilities of such Borrower, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any payment with liabilities of such Borrower in respect of intercompany Indebtedness to any other Credit Party or Affiliates of any other Credit Party to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Credit Party hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Secured Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Borrower pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Borrower and other Affiliates of any Credit Party of Obligations as and when due or to perform any of arising under the Secured Obligations in accordance with the terms thereof, then in Guarantee by such parties; provided that each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce to the extent that a Borrower shall have paid more than its proportionate share of any payments made hereunder (including by way of its set-off rights of being exercised against it), such Borrower shall be entitled to seek and receive contribution or subrogation from and against any other Persons composing Borrower with respect to hereunder and any liability incurred by it hereunder or under any Guarantor who has not paid its proportionate share of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforpayments.

Joint and Several Liability. Each The representations, covenants, warranties and obligations of Parent Borrower hereunder are joint and several. In the event of (a) any payment by any one or more of the Borrowers of any amount in excess of its respective Proportional Amount, or (b) the foreclosure of, or the delivery of deeds in lieu of foreclosure relating to, any of the Collateral owned by one or more of the Borrowers, each Borrower (the “Overpaying Borrower”) that has paid more than its Proportional Amount or whose Collateral or assets have been utilized to satisfy obligations under the Loan or otherwise for the benefit of one or more other Borrowers shall be entitled, after payment in full of the Note and the Joined Subsidiaries is accepting joint and several liability hereunder and satisfaction of all the Borrowers’ other obligations to the Lender under the other Loan Documents in consideration Documents, to contribution from each of the financial accommodations benefited Borrowers (i.e., the Borrowers, other than the Overpaying Borrower, who have paid less than their respective Proportional Amount or whose Collateral or assets have not been so utilized to be provided by Lender satisfy obligations under this Agreement, the Loan) for the mutual benefitamounts so paid, directly and indirectlyadvanced or benefited, up to such benefited Borrower’s then current Proportional Amount. Such right to contribution shall be subordinate in all respects to the Loan. As used herein, the “Proportional Amount” with respect to any Borrower shall equal the amount derived as follows: (a) the ratio of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability Allocated Loan Amount with respect to the payment Property or Properties in which such Borrower has an interest to the original Loan Amount hereunder; times (b) the aggregate amount paid or payable by the Borrowers under the Loan Documents (including interest). Lender and performance of all Borrower are executing this Agreement as of the Secured Obligations (includingdate first above written. LENDER:XXXXXXX XXXXX MORTGAGE COMPANY, without limitationa New York limited partnership By: Xxxxxxx Sachs Real Estate Funding Corp., any Secured Obligations arising under this Section 11.18)a New York corporation, it being its General Partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Authorized Signatory [Signatures continue on following page] Holiday Inn/Hyatt Place - Signature Page to Loan Agreement BORROWER: CHSP 31st STREET LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President CHSP 00xx XXXXXX LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President [Signatures continue on following page] Holiday Inn/Hyatt Place - Signature Page to Loan Agreement JOINDER BY OPERATING LESSEE The undersigned, Operating Lessee, hereby joins in and executes the intention Agreement solely for the purposes of Parent acknowledging the representations and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several agreeing to its obligations of Parent and the Joined Subsidiaries without preferences or distinction among themexpressly set forth therein. If and OPERATING LESSEE: CHSP TRS 31ST STREET LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President [Signatures continue on following page] Holiday Inn/Hyatt Place - Signature Page to the extent that any of Parent or the Joined Subsidiaries shall fail Joinder to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereofLoan Agreement By Operating Lessee OPERATING LESSEE: CHSP TRS 00XX XXXXXX LLC, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any a Delaware limited liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor.company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President

Joint and Several Liability. Each All obligations of Parent and the Joined Subsidiaries is accepting Borrower under this Agreement shall be joint and several liability hereunder several, and under the other Loan Documents in consideration all references to Borrower shall mean each and every Borrower. This means that each Borrower signing below is responsible for all obligations In this Agreement. Where any one or more of the financial accommodations parties is a corporation, partnership, limited liability company or similar entity, it is not necessary for Lender to Inquire into the powers of any of the officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or created In reliance upon the professed exercise of such powers shall be provided guaranteed under this Agreement. No Waiver by Lxxxxx. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lxxxxx. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lxxxxx of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lxxxxx, nor any course of dealing between Lxxxxx and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, for the mutual benefit, directly and indirectly, granting of each of Parent and the Joined Subsidiaries such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in consideration all cases such consent may be granted or withheld in the sole discretion of their undertakings Lender. Notices. Any notice required to accept joint be given under this Agreement shall be given In writing, and several liability for shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the Secured Obligations. Each of Parent and the Joined SubsidiariesUnited States mail, jointly and severallyas first class, hereby irrevocablycertified or registered mail postage prepaid, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect directed to the payment and performance addresses shown near the beginning of all this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the Secured Obligations (includingnotice is to change the party's address. For notice purposes, without limitationBxxxxxxx agrees to keep Lender Informed at all times of Bxxxxxxx's current address. Unless otherwise provided or required by law. If there is more than one Borrower, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that notice given by Lender to any Borrower is deemed to be notice given to all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among themBorrowers. Severability. If and a court of competent jurisdiction finds any provision of this Agreement to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereofbe illegal, then in each such event, the other Persons composing Borrower will make such payment with respect toinvalid, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation unenforceable as to any increases in person or circumstance, that finding shall not make the Secured Obligations arising hereunder offending provision illegal, invalid, or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made unenforceable as to any other Persons composing Borrower thereforperson or circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable, if the offending provision cannot be so modified, It shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, Invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.

Joint and Several Liability. Each Obligor hereby acknowledges and agrees that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in this Agreement and the other Note Documents to which it is a party shall be applicable to and shall be binding upon each Obligor unless expressly otherwise stated herein. Each Obligor shall be jointly and severally liable for all of the Obligations of each other Obligor, regardless of which Obligor actually receives the proceeds or other benefits of the Notes or other extensions of credit hereunder or the manner in which Obligors, Notes Agent or any Purchaser accounts therefor in their respective books and records. Each Obligor acknowledges that it will enjoy significant benefits from the business conducted by each other Obligor because of, inter alia, their combined ability to bargain with other Persons including their ability to receive the Notes and other credit extensions under this Agreement and the other Note Documents which would not have been available to any Obligor acting alone. Obligors’ business is a mutual and collective enterprise, and the successful operation of each Obligor is dependent upon the successful performance of the integrated group. Each Obligor has determined that it is in its best interest to procure the credit facilities contemplated hereunder, with the credit support of each other Obligor as contemplated by this Agreement and the other Note Documents. Obligors acknowledge that Notes Agent’s and Purchasers’ willingness to extend credit and to administer the Collateral, as applicable, on a combined basis hereunder is done solely as an accommodation to Obligors and at Obligors’ request. Each of Parent Notes Agent and the Joined Subsidiaries Purchasers have advised each Obligor that it is accepting unwilling to enter into this Agreement and the other Note Documents and make available the credit facilities extended hereby or thereby to any Obligor unless each Obligor agrees, among other things, to be jointly and severally liable for the due and proper payment of the Obligations of each other Obligor. Each Obligor has determined that it is in its best interest and in pursuit of its purposes that it so induce the Purchasers to extend credit pursuant to this Agreement, the Note Documents and the other documents executed in connection herewith (a) because of the desirability to each Obligor of the credit facilities hereunder and the interest rates and the modes of borrowing available hereunder and thereunder, (b) because each Obligor may engage in transactions jointly with other Obligors and (c) because each Obligor may require, from time to time, access to funds under this Agreement for the purposes herein set forth. Each Obligor, individually, expressly understands, agrees and acknowledges, that the credit facilities contemplated hereunder would not be made available on the terms herein in the absence of the collective credit of all Obligors, and the joint and several liability hereunder and under of all Obligors. Accordingly, each Obligor acknowledges that the other Loan Documents in consideration benefit of the financial accommodations to be provided by Lender made under this AgreementAgreement to Obligors, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtorwhole, joint and several liability with respect to the payment and performance of all constitutes reasonably equivalent value, regardless of the Secured Obligations (includingamount of the indebtedness actually borrowed by, without limitationadvanced to, or the amount of credit provided to, or the amount of collateral provided by, any Secured Obligations arising under this Section 11.18), it being one Obligor. To the intention extent that applicable Law otherwise would render the full amount of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent any Obligor hereunder and under the Joined Subsidiaries without preferences other Note Documents invalid or distinction among them. If unenforceable, such Person’s obligations hereunder and under the other Note Documents shall be limited to the maximum amount which does not result in such invalidity or unenforceability; provided, however, that each Obligor’s obligations hereunder and under the other Note Documents shall be presumptively valid and enforceable to their fullest extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms hereof or thereof, as if this Section 11.20 were not a part of this Agreement. To the extent that any Obligor shall make a payment under this Section 11.20 of all or any of the Obligations (a “Joint Liability Payment”) which, taking into account all other Joint Liability Payments then previously or concurrently made by any other Obligor, exceeds the amount that such Obligor would otherwise have paid if each Obligor had paid the aggregate Obligations satisfied by such Joint Liability Payments in the same proportion that such Person’s “Allocable Amount” (as defined below) (as determined immediately prior to such Joint Liability Payments) bore to the aggregate Allocable Amounts of each Obligor as determined immediately prior to the making of such eventJoint Liability Payments, then, following Payment in Full, such Obligor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Obligor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Joint Liability Payments. As of any date of determination, the “Allocable Amount” of any Obligor shall be equal to the maximum amount of the claim which could then be recovered from such Obligor under this Section 11.20 without rendering such claim voidable or avoidable under §548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. Each Obligor assumes responsibility for keeping itself informed of the financial condition of each other Persons composing Borrower will make Obligor, and any and all endorsers and/or guarantors of any instrument or document evidencing all or any part of such payment with respect other Obligor’s Obligations, and of all other circumstances bearing upon the risk of nonpayment by such other Obligor of their Obligations, and each Obligor agrees that none of Notes Agent nor any Purchaser shall have any duty to advise such Obligor of information known to Notes Agent or any Purchaser regarding such condition or any such circumstances or to undertake any investigation not a part of its regular business routine. If Notes Agent or any Purchaser, in its discretion, undertakes at any time or from time to time to provide any such information to an Obligor, neither Notes Agent nor any Purchaser shall be under any obligation to update any such information or to provide any such information to such Obligor or any other Person on any subsequent occasion. Each Obligor hereby authorizes Notes Agent or Collateral Agent, as applicable, to, at any time and from time to time, (a) in accordance with the terms of this Agreement, renew, extend, accelerate or performotherwise change the time for payment of, or other terms relating to, Obligations incurred by any Obligor, otherwise modify, amend or change the terms of any Note or other agreement, document or instrument now or hereafter executed by any Obligor and delivered to Notes Agent or any Purchaser; (b) accept partial payments on an Obligation incurred by any Obligor; (c) take and hold security or collateral for the payment of an Obligation incurred by any Obligor hereunder or for the payment of any guaranties of an Obligation incurred by any Obligor or other liabilities of any Obligor and exchange, enforce, waive and release any such Secured Obligationsecurity or collateral; (d) apply such security or collateral and direct the order or manner of sale thereof as Collateral Agent, in its discretion, may determine; and (c) settle, release, compromise, collect or otherwise liquidate an Obligation incurred by any Obligor and any security or collateral therefor in any manner, without affecting or impairing the obligations of any other Obligor. Each Subject to and in accordance with the terms of Parent this Agreement, Notes Agent shall have the exclusive right to determine the time and manner of application of any payments or credits, whether received from an Obligor or any other source, and such determination shall be binding on each Obligor. In accordance with the Joined Subsidiaries hereby agrees that it will not enforce terms of this Agreement, all such payments and credits may be applied, reversed and reapplied, in whole or in part, to any Obligation incurred by any Obligor as Notes Agent shall determine in its discretion without affecting the validity or enforceability of its the Obligations of any other Obligor. For the avoidance of doubt, the authority granted to Notes Agent and Collateral Agent pursuant to this Section 11.20 is being granted solely by the Obligors and in no respect is a grant of authority by any Purchaser. Nothing in this Section 11.20 shall (i) modify any right of any Obligor or any Purchaser to consent to any amendment or modification of this Agreement or the other Note Documents in accordance with the terms hereof or thereof, (ii) supplement or modify in any respect any authority granted by the Purchasers to Notes Agent or Collateral Agent pursuant to any other provision of this Agreement or any other Note Documents or (iii) affect or in any way limit the rights of contribution Notes Agent or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder Purchaser under this Agreement or under any of the other Loan Note Documents. Each Obligor hereby agrees that, except as hereinafter provided, its obligations hereunder shall be unconditional, irrespective of (a) the absence of any attempt to collect an Obligation incurred by any Obligor from any Obligor or any guarantor or other action to enforce the same; (b) any failure by Collateral Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any payments made security or collateral for an Obligation incurred by it to Lender with respect to any Obligor; (c) any borrowing or grant of a security interest by any Obligor as debtor-in-possession under §364 of the Secured Obligations Bankruptcy Code; (d) the disallowance, under §502 of the Bankruptcy Code, of all or any collateral security therefor until portion of any Purchaser’s claim(s) for repayment of any portion of an Obligation incurred by any Obligor; or (e) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor unless such time legal or equitable discharge or defense is that of an Obligor in its capacity as all of the Secured Obligations have been paid in full in cashan Issuer. Any claim which notice given by Issuer Representative hereunder shall constitute and be deemed to be notice given by all Obligors, jointly and severally. Notice given by any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect Purchaser to any payments to Lender Issuer Representative hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made pursuant to any other Persons composing Borrower thereforNote Documents in accordance with the terms hereof or thereof shall constitute notice to each Obligor. The knowledge of any Obligor shall be imputed to all Obligors and any consent by Issuer Representative or any Obligor shall constitute the consent of and shall bind all Obligors.