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

Acknowledgement of Joint and Several Liability. (a) Each Borrower acknowledges that it is jointly and severally liable for all of the Obligations under the Credit Documents. Each Borrower expressly understands, agrees and acknowledges that (i) the Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a Lien upon, all of the Collateral even though the proceeds of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Documents shall be applicable to and shall be binding upon each Borrower and (vii) the Borrowers have each executed Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other Borrowers. (b) Each Borrower’s obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination of the Obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the Obligations of any other Borrower, (ii) the absence of any attempt to collect the Obligations from any other Borrower, 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 the Lenders with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Lenders or the Agent, or (iv) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash). With respect to any Borrower’s obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to advances of the Loans made to or for any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been indefeasibly paid in full and this Agreement shall have been terminated and all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders now have or may hereafter have against any other Borrower, or any endorser 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 Lenders to secure payment of the Obligations or any other liability of any Borrower to the Lenders. If an Event of Default has occurred and is continuing, the Lenders may proceed directly in accordance with Article XI, 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 the Lenders shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations. (c) This Agreement shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect with respect to each Borrower until all Obligations shall have been indefeasibly fully paid. No compromise, settlement, release or discharge of, or indulgence with respect to, or failure, neglect or omission to enforce or exercise any right against, any one or more of the Borrowers shall release or discharge any other Borrowers.

Acknowledgement of Joint and Several Liability. (a) Each Borrower (other than the Controlled Non-Profits) acknowledges that it is jointly and severally liable for all of the Obligations under the Credit Documents. Each Subject to Section 10.10(e), each Borrower expressly understands, agrees and acknowledges that (i) the Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a Lien lien upon, all of the Collateral Borrowers’ assets even though the proceeds of any particular loan Loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders each Lender and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Documents shall be applicable to and shall be binding upon each Borrower Borrower, and (vii) the Borrowers have each executed the Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other Borrowers. (b) Each Borrower’s obligations Borrower (other than the Controlled Non-Profits) is obligated to repay the Obligations as joint and several obligors under this Agreement. To the extent that any Credit Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Borrowings or other Credit Extensions made to or for another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then such Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (i) rendering such Borrower “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (ii) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (iii) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under Section 10.10 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of Section 10.10 shall, to the extent inconsistent with any provision in any Credit Document, supersede such inconsistent provision. (c) If (i) any court holds that Borrowers are guarantors and not jointly and severally liable or (ii) bankruptcy or reorganization proceedings at any time are instituted by or against any Borrower under any Debtor Relief Law, each Borrower hereby: (A) until indefeasible payment in full in cash of the Obligations, expressly and irrevocably subordinates, to the fullest extent permitted by lawpossible, be unconditional irrespective on behalf of (i) such Borrower, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the validity party accommodated, to a holder or enforceability, avoidancetransferee against a maker, or subordination to the holder of the Obligations a claim against any Person, and which such Borrower may have or hereafter acquire against any Person in connection with or as a result of any other Borrower or such Borrower’s execution, delivery and/or performance of 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 Borrowerthis Agreement, or any other security therefor, documents to which such Borrower is a party or otherwise; (B) expressly and irrevocably subordinates any “claim” (as such term is defined in the absence Bankruptcy Code) of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance, or granting of any indulgence by the Lenders with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Lenders or the Agent, or (iv) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash). With respect to any Borrower’s obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to advances of the Loans made to or for any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been indefeasibly paid in full and this Agreement shall have been terminated and all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders now have or may hereafter have kind against any other Borrower, or and further subordinates any endorser 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 Lenders to secure payment of the Obligations or any other liability of any Borrower to the Lenders. If an Event of Default has occurred and is continuing, the Lenders may proceed directly in accordance with Article XI, such rights against any Person (including any surety), either directly or as an attempted set off to any action commenced against such Borrower to collect and recover the full amount, by Administrative Agent or any portion of the Obligations, without first proceeding against any other Borrower a Lender or any other Person, or against any security or collateral for the Obligations. Each Borrower consents ; and (C) acknowledges and agrees (I) that this subordination is intended to benefit Administrative Agent and Lenders and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Agreement, and (II) that Administrative Agent and Lenders and their successors and permitted assigns are intended beneficiaries of this subordination, and agreements set forth in this Section 10.10 and their rights under this Section 10.10 shall be under no obligation to marshal any assets survive payment in favor of any Borrower or against or in payment of any or all full of the Obligations. (cd) This Agreement shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect with respect to each Borrower until all Obligations shall have been indefeasibly fully paid. No compromise, settlement, release or discharge of, or indulgence with respect to, or failure, neglect or omission to enforce or exercise any right against, any one or more of the Borrowers shall release or discharge any the other Borrowers. (e) Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, each Controlled Non-Profit shall be liable only for that portion of the Obligations evidenced by (i) any Loan or other extension of credit made to, or for the benefit of, such entity hereunder or under any other Credit Document, (ii) any loan, advance or other distribution to such entity of proceeds of any Loan or other extension of credit made to any other Borrower hereunder, and (iii) its proportionate share of all Loans and other extensions of credit made hereunder to fund any administrative and other management related fees, costs and expenses of the General Partner, the Partnership, the Operating Company or any Borrower providing services to such Controlled Non-Profit pursuant to a Cemetery Management Agreement; and the Collateral of such Controlled Non-Profit shall only secure, or be utilized to repay, such portion of the obligations described above.

Acknowledgement of Joint and Several Liability. (a) Each Borrower acknowledges that it is jointly and severally liable for all of the Obligations under the Credit Loan Documents. Each Borrower expressly understands, agrees and acknowledges that (i) the Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a Lien lien upon, all of the Collateral each Borrower’s assets even though the proceeds of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders each Lender and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Loan Documents shall be applicable to and shall be binding upon each Borrower (provided that no Borrower is deemed, by this statement, to have made any representation, warranty or covenant that is intended, by its terms to apply specifically to another Borrower or to the extent that such representation or warranty expressly relates to an earlier date), and (vii) the Borrowers have each executed Notes any Note as co-makers of the Notes such Note and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other Borrowers. (b) Each Borrower’s obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination of the Obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the Obligations of any other Borrower, (ii) the absence of any attempt to collect the Obligations from any other Borrower, 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 the Lenders Agent and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent and/or any Lender, (iv) the Lenders failure by 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, (v) Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of 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 (ivviii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash). With respect to any Borrower’s obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to advances of the Loans Advances made to or for any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been indefeasibly paid in full and this Agreement shall have been terminated and all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders Agent and/or any Lender now have has or may hereafter have against any other Borrower, or any endorser 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 Lenders Agent and/or any Lender to secure payment of the Obligations or any other liability of any Borrower to Agent and/or any Lender. During the Lenders. If an existence of any Event of Default has occurred and is continuingDefault, the Lenders Agent may proceed directly in accordance with Article XIand 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 the Lenders Agent shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations. (c) Each Borrower is obligated to repay the Obligations as joint and several obligors under this Agreement. To the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Advances made to or for another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then the Borrowers making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (i) rendering such Borrower “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (ii) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (iii) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 2.17 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 2.17 shall, to the extent inconsistent with any provision in any Loan Document, supersede such inconsistent provision. (d) If (i) any court holds that Borrowers are guarantors and not jointly and severally liable or (ii) bankruptcy or reorganization proceedings at any time are instituted by or against any Borrower under the Bankruptcy Code or any similar debtor relief law, each Borrower hereby: (A) until indefeasible payment in full in cash of the Obligations, expressly and irrevocably waives, to the fullest extent possible, on behalf of such Borrower, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of a claim against any Person, and which such Borrower may have or hereafter acquire against any Person in connection with or as a result of such Borrower’s execution, delivery and/or performance of this Agreement, or any other documents to which such Borrower is a party or otherwise; (B) expressly and irrevocably waives any “claim” (as such term is defined in the Bankruptcy Code) of any kind against any other Borrower, and further agrees that it shall not have or assert any such rights against any Person (including any surety), either directly or as an attempted set off to any action commenced against such Borrower by Agent or a Lender or any other Person; and (C) acknowledges and agrees (I) that this waiver is intended to benefit Lenders and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Agreement, and (II) that Agent and Lenders and their successors and assigns are intended beneficiaries of this waiver, and agreements set forth in this Section 2.17 and their rights under this Section 2.17 shall survive payment in full of the Obligations. (e) This Agreement shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect with respect to each Borrower until all Obligations shall have been indefeasibly fully paid. No compromise, settlement, release or discharge of, or indulgence with respect to, or failure, neglect or omission to enforce or exercise any right against, any one or more of the Borrowers shall release or discharge any other Borrowers.

Acknowledgement of Joint and Several Liability. (a) Each Borrower Credit Party acknowledges that it is jointly and severally liable for all of the Obligations under the Credit Loan Documents. Each Borrower Credit Party expressly understands, agrees and acknowledges that (i) the Borrowers are all affiliated entities each Borrower is an Affiliated entity by common ownershipownership of each other Borrower, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that the Lenders Lender extend such a common credit facility on the terms herein provided, (iv) the Lenders Lender will be lending against, and relying on a Lien lien upon, all of the Collateral Borrowers’ assets even though the proceeds of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders Lender and the availability of a single credit facility of a size greater than each could independently warrant, and (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Loan Documents shall be applicable to and shall be binding upon Borrower. Each Credit Party hereby appoints RMS (in such capacity, "Borrower Agent") to act as agent on behalf of each Borrower Credit Party and (vii) the Borrowers have each executed Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other Borrowers. (b) Each Borrower’s obligations under this Agreement shalldeliver any statement, to the fullest extent permitted by lawnotice, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination of the Obligations of any other Borrower or of any promissory note authorization or other document evidencing all writing required or any part of the Obligations of any other Borrower, (ii) the absence of any attempt to collect the Obligations from any other Borrower, permitted hereunder 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 the Lenders with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Lenders or the Agent, or (iv) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash). With respect to any Borrower’s obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to advances of the Loans made to or for under any of the Loan Documents. Lender shall be entitled to rely upon any statement, notice, authorization or other Borrowers hereunder, such writing received from Borrower waives, until the Obligations shall have been indefeasibly paid in full Agent without investigation and this Agreement shall have been terminated and all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders now have or may hereafter have against any other Borrower, or any endorser 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 Lenders to secure payment of the Obligations or any other liability of any Borrower to the Lenders. If an Event of Default has occurred and is continuing, the Lenders may proceed directly in accordance with Article XI, 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 each Credit Party agrees that the Lenders any such statement, notice, authorization or other writing shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligationsbinding on it. (c) This Agreement shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect with respect to each Borrower until all Obligations shall have been indefeasibly fully paid. No compromise, settlement, release or discharge of, or indulgence with respect to, or failure, neglect or omission to enforce or exercise any right against, any one or more of the Borrowers shall release or discharge any other Borrowers.

Acknowledgement of Joint and Several Liability. (a) Each Borrower acknowledges that it is jointly and severally liable for all of the Obligations under the Credit Documents. Each Borrower expressly understands, Borrowers acknowledges and agrees and acknowledges that (i) it is a co-borrower hereunder and shall be jointly and severally, with the Borrowers are all affiliated entities by common ownershipother Borrowers, directly and primarily liable for the 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 Administrative Agent and/or any Lender or Issuing Bank accounts for such Loans or other extensions of credit on its books and records, (ii) each Borrower desires to of the Borrowers shall have the availability obligations of one common co-maker and shall be primary obligors with respect to all Loans, the Letters of Credit and the other Obligations, it being agreed that such extensions of credit facility instead to each Borrower inure to the benefit of separate credit facilitiesall Borrowers, and (iii) the Administrative Agent and each Borrower has requested that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a Lien upon, all of the Collateral even though the proceeds of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all Issuing Bank is relying on such joint and several liability of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Documents shall be applicable to and shall be binding upon each Borrower and (vii) the Borrowers have each executed Notes as co-makers in extending the Loans and issuing the Letters of Credit hereunder. Each Borrower’s obligations with respect to Loans made to it or with respect to any Letters of Credit issued for its account, and each Borrower’s obligations arising as a result of the Notes joint and that it would not be able several liability of the Borrowers hereunder, with respect to obtain the credit provided by the Lenders hereunder without the financial support provided by Loans made to the other BorrowersBorrower hereunder or with respect to any Letters of Credit issued for the account of any other Borrower hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of each Borrower. 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 Obligation payable by it to the Lender, it will forthwith pay the same, without notice of demand. (b) Each Borrower’s obligations under this Agreement arising as a result of the joint and several liability of the Borrowers hereunder with respect to Obligations of the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance, avoidance or subordination of the Obligations of any the other Borrower or of any promissory note Borrowers or other document evidencing all or any part of the Obligations of any the other BorrowerBorrowers, (ii) the absence of any attempt to collect the Obligations from any other Borrower, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance, forbearance or granting of any indulgence by the Lenders Administrative Agent or any Lender or Issuing Bank with respect to any provision of any instrument evidencing the Obligations of any other Borrower Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Lenders Administrative Agent or any Lender or Issuing Bank, (iv) the failure by the Administrative Agent or any Lender or Issuing Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security for the Obligations of any other Borrower, (v) any borrowing or grant of a security interest by any other Borrower, as debtors-in-possession under Section 364 of the Bankruptcy Code or any other Debtor Relief Law, (vi) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s or Issuing Bank’s claim(s) for the repayment of the Obligations of any other Borrower under Section 502 of the Bankruptcy Code or any other Debtor Relief Law, or (ivvii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash). of the Obligations. (c) With respect to any each Borrower’s obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to advances Obligations of the Loans made to or for any of the other Borrowers hereunder, such each Borrower waives, until the Obligations shall have been indefeasibly paid payment in full and this Agreement shall have been terminated and all Commitments have been terminatedof the Obligations, any right to enforce any right of subrogation or any remedy which the Lenders Administrative Agent or any Lender now have has or may hereafter have against any other such Borrower, any endorser or any endorser 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 Lenders Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Lenders. If an Event of Default has occurred and is continuing, the Lenders may proceed directly in accordance with Article XI, 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 the Lenders shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations. (cd) This Agreement shall 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 or Issuing Bank from any of the 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 all respects be continuing, absolute and unconditional, and shall remain reduction of or in full force and effect with respect to each Borrower until all payment of the Obligations shall have been indefeasibly fully paid. No compromise, settlementbe deemed (except to the extent Obligations are paid in full) to modify, release or discharge ofotherwise affect the liability of any Borrower under this Agreement, or indulgence with respect to, or failure, neglect or omission to enforce or exercise any right against, any one or more which shall remain liable for the Obligations until the payment in full of the Borrowers shall release or discharge any other Borrowers.all Obligations

Acknowledgement of Joint and Several Liability. (a) Each Borrower Obligor acknowledges that it is jointly and severally liable for all of the Obligations under obligations with respect to the Credit Documents. Each Borrower expressly understands, agrees Securities and acknowledges that (i) the Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a Lien upon, all of the Collateral even though the proceeds of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Documents shall be applicable to and shall be binding upon each Borrower and (vii) the Borrowers have each executed Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other Borrowersthis Indenture. (b) Each BorrowerObligor’s obligations under this Agreement Indenture shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination of the Obligations obligations of any other Borrower Obligor or of any promissory note or other document evidencing all or any part of the Obligations obligations of any other BorrowerObligor, (ii) the absence of any attempt to collect the Obligations obligations from any other Borrower, or any other security therefor, Obligor or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance, or granting of any indulgence by the Lenders Holders with respect to any provision of any instrument evidencing the Obligations obligations of any other Borrower Obligor or any part thereof, or any other agreement now or hereafter executed by any other Borrower Obligor and delivered to in favor of the Lenders or the AgentHolders, or (iv) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower Obligor (other than actual indefeasible payment in full in cash). With respect to any BorrowerObligor’s obligations arising as a result of the joint and several liability of Borrowers Obligors hereunder with respect to advances proceeds of the Loans made Securities disbursed to or for any of the other Borrowers Obligors hereunder, such Borrower Obligor waives, until the Obligations obligations shall have been indefeasibly paid in full and this Agreement Indenture shall have been terminated and all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders such Obligor now have or may hereafter have against any other BorrowerObligor, or any endorser of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to obligations. During the Lenders to secure payment of the Obligations or any other liability existence of any Borrower to the Lenders. If an Event of Default has occurred and is continuingDefault, the Lenders Trustee and the Holders may proceed directly and at once, except as required in accordance with Article XIthis Indenture without notice, against any Borrower Obligor to collect and recover the full amount, or any portion of the Obligationsobligations, without first proceeding against any other Borrower Obligor or any other Person, or against any security or collateral for the Obligations. Each Borrower Obligor consents and agrees that neither the Lenders Trustee nor the Holders shall be under no any obligation to marshal any assets in favor of any Borrower Obligor or against or in payment of any or all of the Obligationsobligations. (c) This Agreement Indenture shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect with respect to each Borrower Obligor until all Obligations obligations shall have been indefeasibly fully paid. No compromise, settlement, release or discharge of, or indulgence with respect to, or failure, neglect or omission to enforce or exercise any right against, any one or more of the Borrowers Obligors shall release or discharge any other BorrowersObligors.

Acknowledgement of Joint and Several Liability. (a) Each Borrower acknowledges that it is jointly and severally liable for all of the Obligations under the Credit Loan Documents. Each Borrower expressly understands, agrees and acknowledges that (i) the Borrowers are all affiliated entities it is an Affiliated entity by common ownershipownership of each other Borrower, (ii) each Borrower it desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower it has requested that the Agent and Lenders extend such a common credit facility on the terms herein provided, (iv) the Agent and Lenders will be lending against, and relying on a Lien lien upon, all of the Collateral Borrowers’ assets even though the proceeds of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower it will nonetheless benefit by the making of all such loans by the Agent and Lenders and the availability of a single credit facility of a size greater than each could independently warrant, and (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Loan Documents shall be applicable to and shall be binding upon each Borrower and (vii) the Borrowers have each executed Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other Borrowers. (b) Borrower. Each Borrower’s obligations under this Agreement shall, in the event it shall be held or deemed to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination a guarantor of the Obligations of any other Borrower hereby expressly waives any rights and defenses that are or may become available to such Borrower by reason of any promissory note or other document evidencing all or any part Sections 2787 to 2855, inclusive, and Sections 2899 and 3433 of the Obligations of any other BorrowerCalifornia Civil Code. As provided by Section 15.1, (ii) this Agreement shall be governed by, and construed in accordance with, the absence of any attempt to collect the Obligations from any other Borrower, 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 the Lenders with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Lenders or the Agent, or (iv) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash). With respect to any Borrower’s obligations arising as a result laws of the joint State of New York. The foregoing waivers and several liability the provisions which pertain to California law are included solely out of Borrowers hereunder with respect an abundance of caution, and shall not be construed to advances of the Loans made to or for mean that any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been indefeasibly paid above-referenced provisions of California law are in full and any way applicable to this Agreement shall have been terminated and all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders now have or may hereafter have against any other Borrower, or any endorser 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 Lenders to secure payment of the Obligations or any other liability of any Borrower to the Lenders. If an Event of Default has occurred and is continuing, the Lenders may proceed directly in accordance with Article XI, 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 the Lenders shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations. (c) This Agreement shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect with respect to each Borrower until all Obligations shall have been indefeasibly fully paid. No compromise, settlement, release or discharge of, or indulgence with respect to, or failure, neglect or omission to enforce or exercise any right against, any one or more of the Borrowers shall release or discharge any other Borrowers.

Acknowledgement of Joint and Several Liability. (a) Each Borrower (other than the Controlled Non-Profits) acknowledges that it is jointly and severally liable for all of the Obligations under the Credit Documents. Each Subject to Section 10.10(e), each Borrower expressly understands, agrees and acknowledges that (i) the Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a Lien lien upon, all of the Collateral Borrowers’ assets even though the proceeds of any particular loan Loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders each Lender and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Documents shall be applicable to and shall be binding upon each Borrower Borrower, and (vii) the Borrowers have each executed the Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other Borrowers. (b) Each Borrower’s obligations Borrower (other than the Controlled Non-Profits) is obligated to repay the Obligations as joint and several obligors under this Agreement. To the extent that any Credit Party shall, under this Agreement shallas a joint and several obligor, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination repay any of the Obligations of any other Borrower or of any promissory note constituting Borrowings or other document evidencing all Credit Extensions made to or any part of the for another Borrower hereunder or other Obligations of any other Borrower, (ii) the absence of any attempt to collect the Obligations from any other Borrower, 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 the Lenders with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and delivered to the Lenders or the Agentindemnification from, or (iv) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash). With respect to any Borrower’s obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to advances of the Loans made to or for any be reimbursed by, each of the other Borrowers hereunderin an amount, for each of such Borrower waivesother Borrowers, until equal to a fraction of such Accommodation Payment, the Obligations shall have been indefeasibly paid in full and this Agreement shall have been terminated and all Commitments have been terminated, any right to enforce any right numerator of subrogation or any remedy which the Lenders now have or may hereafter have against any fraction is such other Borrower, or any endorser ’s Allocable Amount and the denominator of all or any part which is the sum of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Lenders to secure payment Allocable Amounts of the Obligations or any other liability of any Borrower to the Lenders. If an Event of Default has occurred and is continuing, the Lenders may proceed directly in accordance with Article XI, 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 the Lenders shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations. (c) This Agreement shall in all respects be continuingBorrowers. As of any date of determination, absolute and unconditional, and shall remain in full force and effect with respect to the “Allocable Amount” of each Borrower until all Obligations shall have been indefeasibly fully paid. No compromise, settlement, release or discharge of, or indulgence with respect to, or failure, neglect or omission be equal to enforce or exercise any right against, any one or more the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (i) rendering such Borrower “insolvent” within the meaning of Section 101 (31) of the Borrowers shall release Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or discharge any other Borrowers.Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”),

Acknowledgement of Joint and Several Liability. (a) Each Borrower acknowledges that it 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 such Borrower and in consideration of the undertakings of each other Borrower to accept joint and several liability for the Obligations. (b) Each Borrower, jointly and severally liable for severally, hereby irrevocably and unconditionally accepts, not merely as surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the performance of all of the Obligations (including, without limitation, any Obligations arising under this Section 3.7), it being the Credit Documents. Each Borrower expressly understands, agrees intention of the parties hereto that all the Obligations shall be the joint and acknowledges that (i) several obligations of the Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested without preference or distinction among them and that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a Lien upon, all of the Collateral even though the proceeds of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Loan Documents shall be applicable to and shall be binding upon each Borrower and (vii) the Borrowers have each executed Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other BorrowersBorrower. (bc) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event each other Borrower will make such payment with respect to, or perform, such Obligation. (d) The Obligations of any Borrower under the provisions of this Section 3.7 constitute the full recourse Obligations of such Borrower enforceable against such Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or the other Loan Documents or any other circumstance whatsoever as to any other Borrower. (e) Except as otherwise expressly provided herein, each Borrower hereby waives promptness, diligence, presentment, demand, protest, notice of acceptance of its joint and several liability, notice of any and all Advances under the Revolving Facility, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement or any of the Loan Documents), or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Lender or under or in respect of any of the Obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and other Loan Documents. Each Borrower hereby waives all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of such Borrower and any other entity or Person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Lender at any time or times in respect of any default by such Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement and the other Loan Documents, any and all other indulgences whatsoever by Lender in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, of such Borrower or any other entity or Person primarily or secondarily liable for any Obligation. Each Borrower further agrees that its Obligations shall not be released or discharged, in whole or in part, or otherwise affected by the adequacy of any rights which the Lender may have against any collateral security or other means of obtaining repayment of any of the Obligations, the impairment of any collateral security securing the Obligations, including, without limitation, the failure to protect or preserve any rights which Lender may have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security, any other act or omission which might in any manner or to any extent vary the risk of such Borrower, or otherwise operate as a release or discharge of such Borrower, all of which may be done without notice to such Borrower; provided, however, that the foregoing shall in no way be deemed to create commercially unreasonable standards as to Lender’s duties as secured party under the Loan Documents (as such rights and duties are set forth therein). If for any reason any Borrower has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from any Borrower by reason of any insolvency, bankruptcy or reorganization or by other operation of law or for any reason, this Agreement and the other Loan Documents to which it is a party shall nevertheless be binding on each other Borrower to the same extent as if such Borrower at all times had been the sole obligor on such Obligations. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of Lender, 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 3.7, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Agreement shallSection 3.7, to it being the fullest extent permitted by lawintention of such Borrower that, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under Section 3.7 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 3.7 shall not be diminished or rendered unenforceable by any winding up, reorganization, amalgamation, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or of 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, 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 the Lenders with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Lenders or the Agent, or (iv) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash)Lender. With respect to any Borrower’s obligations arising as a result of the The joint and several liability of Borrowers each Borrower hereunder with respect shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, ownership, membership, constitution or place of formation of such Borrower or the Lender. Each Borrower acknowledges and confirms that it has established its own adequate means of obtaining from each other Borrower on a continuing basis all information desired by such Borrower concerning the financial condition of each other Borrower and that such Borrower will look to advances each other Borrower and not to Lender for Borrower to keep adequately informed of the Loans made to or for any changes in each of the other Borrowers hereunder, such Borrowers’ respective financial conditions. (f) Each Borrower waives, until the Obligations shall have been indefeasibly paid in full and this Agreement shall have been terminated and acknowledges that all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders now have or may hereafter have against any other Borrower, or any endorser 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 Lenders to secure payment of the Obligations or any other liability of any Borrower to the Lenders. If an Event of Default has occurred and is continuing, the Lenders may proceed directly in accordance with Article XI, against any Borrower to collect and recover the full amount, or any portion of the ObligationsObligations may now or hereafter be secured by a Lien or Liens upon property of such Borrower. Lender may foreclose under all or any portion of one or more said Liens by means of judicial or nonjudicial sale or sales. Each Borrower agrees that Lender may exercise whatever rights and remedies it may have in respect to said security, all without first proceeding affecting the liability of such Borrower hereunder, except to the extent Lender realizes payment by such action or proceeding. No election to proceed in one form of action or against any party, or on any obligation shall constitute a waiver of Lender’s right to proceed in any other form of action or against any Borrower or other Person, or diminish the liability of any Borrower, or affect the right of Lender to proceed against Borrower for any deficiency, except to the extent Lender realizes payment by such action, notwithstanding the effect of such action upon any Borrower’s rights of subrogation, reimbursement or indemnity, if any, against any other Borrower or any other Person, or against any security or collateral person. (g) The provisions of this Section 3.7 are made for the Obligations. Each Borrower consents benefit of the Lender and agrees that the Lenders shall its permitted successors and assigns, and may be under no obligation enforced by it from time to marshal any assets in favor of any Borrower or time against or in payment of any or all of the Obligations. (c) This Agreement shall in all respects be continuing, absolute and unconditional, and Borrowers as often as occasion may arise without requirement on the part of Lender or such successor or assign first to marshal any of its claims or to exercise any of its rights against any other Borrower or to exhaust any remedies available to it against any other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 3.7 shall remain in full force and effect with respect to each Borrower until all of the Obligations shall have been indefeasibly paid in full or otherwise fully paidsatisfied. No compromiseIf at any time, settlement, release or discharge ofany payment, or indulgence any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 3.7 will forthwith be reinstated in effect, as though such payment had not been made. (h) Each Borrower hereby agrees that it will not enforce any of its rights of reimbursement, contribution, subrogation or the like against any other Borrower with respect toto 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 Obligations or any collateral security therefor until such time as all of the Obligations have been indefeasibly satisfied. Any claim which any Borrower may have against any other Borrower with respect to any payments to Lender hereunder or under other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to such Borrower, its debts, or failureits assets, neglect whether voluntary or omission involuntary, all such Obligations shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor. (i) Each Borrower hereby agrees that the payment of any amounts due with respect to the indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment in full in cash of the Obligations. Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, each Borrower will not demand, xxx for or otherwise attempt to collect any indebtedness of any other Borrower owing to any Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Borrower shall collect, enforce or exercise receive any right againstamounts in respect of such indebtedness, any one or more of such amounts shall be collected, enforced and received by such Borrower as trustee for Lender and be paid over to Lender to be applied to repay the Borrowers shall release or discharge any other BorrowersObligations.

Acknowledgement of Joint and Several Liability. (a) Each Borrower acknowledges that it 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 Borrower and in consideration of the undertakings of each other Borrower to accept joint and several liability for the Obligations. (b) Each Borrower, jointly and severally liable for severally, hereby irrevocably and unconditionally accepts, not merely as surety but also as a co-debtor, joint and several liability with the other Borrower, with respect to the performance of all of the Obligations (including, without limitation, any Obligations arising under this Section 3.7), it being the Credit Documents. Each Borrower expressly understands, agrees and acknowledges that (i) the Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a Lien upon, all intention of the Collateral even though parties hereto that all the proceeds Obligations shall be the joint and several obligations of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders without preference or distinction among them and the availability of a single credit facility of a size greater than each could independently warrant, (vi) that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Loan Documents shall be applicable to and shall be binding upon each Borrower and (vii) the Borrowers have each executed Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other BorrowersBorrower. (bc) Each If and to the extent that Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event each other Borrower will make such payment with respect to, or perform, such Obligation. (d) The Obligations of Borrower under the provisions of this Section 3.7 constitute the full recourse Obligations of Borrower enforceable against Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or the other Loan Documents or any other circumstance whatsoever as to any other Borrower. (e) Except as otherwise expressly provided herein, Borrower hereby waives promptness, diligence, presentment, demand, protest, notice of acceptance of its joint and several liability, notice of any and all Advances under the Revolving Facility, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement or any of the Loan Documents), or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Lender or under or in respect of any of the Obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and other Loan Documents. Borrower hereby waives all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of the Borrower and any other entity or Person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally. Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Lender at any time or times in respect of any default by Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement and the other Loan Documents, any and all other indulgences whatsoever by Lender in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, of Borrower or any other entity or Person primarily or secondarily liable for any Obligation. Borrower further agrees that its Obligations shall not be released or discharged, in whole or in part, or otherwise affected by the adequacy of any rights which the Lender may have against any collateral security or other means of obtaining repayment of any of the Obligations, the impairment of any collateral security securing the Obligations, including, without limitation, the failure to protect or preserve any rights which Lender may have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security, any other act or omission which might in any manner or to any extent vary the risk of Borrower, or otherwise operate as a release or discharge of Borrower, all of which may be done without notice to Borrower; provided, however, that the foregoing shall in no way be deemed to create commercially unreasonable standards as to Lender’s duties as secured party under the Loan Documents (as such rights and duties are set forth therein). If for any reason either Borrower has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from Borrower by reason of any insolvency, bankruptcy or reorganization or by other operation of law or for any reason, this Agreement and the other Loan Documents to which it is a party shall nevertheless be binding on each other Borrower to the same extent as if such Borrower at all times had been the sole obligor on such Obligations. Without limiting the generality of the foregoing, Borrower assents to any other action or delay in acting or failure to act on the part of Lender, 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 3.7, afford grounds for terminating, discharging or relieving Borrower, in whole or in part, from any of its obligations under this Agreement shallSection 3.7, to it being the fullest extent permitted by lawintention of Borrower that, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination so long as any of the Obligations hereunder remain unsatisfied, the obligations of Borrower under Section 3.7 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of Borrower under this Section 3.7 shall not be diminished or rendered unenforceable by any winding up, reorganization, amalgamation, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or of 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, 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 the Lenders with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Lenders or the Agent, or (iv) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash)Lender. With respect to any Borrower’s obligations arising as a result of the The joint and several liability of Borrowers Borrower hereunder with respect shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, ownership, membership, constitution or place of formation of Borrower or the Lender. Borrower acknowledges and confirms that it has established its own adequate means of obtaining from each other Borrower on a continuing basis all information desired by Borrower concerning the financial condition of each other Borrower and that Borrower will look to advances each other Borrower and not to Lender for Borrower to keep adequately informed of the Loans made to or for any changes in each of the other Borrowers hereunder, such Borrower’s respective financial conditions. (f) Borrower waives, until the Obligations shall have been indefeasibly paid in full and this Agreement shall have been terminated and acknowledges that all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders now have or may hereafter have against any other Borrower, or any endorser 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 Lenders to secure payment of the Obligations or any other liability of any Borrower to the Lenders. If an Event of Default has occurred and is continuing, the Lenders may proceed directly in accordance with Article XI, against any Borrower to collect and recover the full amount, or any portion of the ObligationsObligations may now or hereafter be secured by a Lien or Liens upon property of the Borrower. Lender may foreclose under all or any portion of one or more said Liens by means of judicial or nonjudicial sale or sales. Borrower agrees that Lender may exercise whatever rights and remedies it may have in respect to said security, all without first proceeding affecting the liability of Borrower hereunder, except to the extent Lender realizes payment by such action or proceeding. No election to proceed in one form of action or against any party, or on any obligation shall constitute a waiver of Lender’s right to proceed in any other form of action or against Borrower or any other Borrower or other person, or diminish the liability of Borrower, or affect the right of Lender to proceed against Borrower for any deficiency, except to the extent Lender realizes payment by such action, notwithstanding the effect of such action upon Borrower’s rights of subrogation, reimbursement or indemnity, if any, against any other Borrower or any other Person, or against any security or collateral person. (g) The provisions of this Section 3.7 are made for the Obligations. Each Borrower consents benefit of the Lender and agrees that the Lenders shall its permitted successors and assigns, and may be under no obligation enforced by it from time to marshal any assets in favor of any Borrower or time against or in payment of any or all of the Obligations. (c) This Agreement shall in all respects be continuing, absolute and unconditional, and Borrower as often as occasion may arise without requirement on the part of Lender or such successor or assign first to marshal any of its claims or to exercise any of its rights against any other Borrower or to exhaust any remedies available to it against any other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 3.7 shall remain in full force and effect with respect to each Borrower until all of the Obligations shall have been indefeasibly paid in full or otherwise fully paidsatisfied. No compromiseIf at any time, settlement, release or discharge ofany payment, or indulgence any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 3.7 will forthwith be reinstated in effect, as though such payment had not been made. (h) Borrower hereby agrees that it will not enforce any of its rights of reimbursement, contribution, subrogation or the like against any other Borrower with respect toto 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 Obligations or any collateral security therefor until such time as all of the Obligations have been indefeasibly satisfied. Any claim which Borrower may have against any other Borrower with respect to any payments to Lender hereunder or under other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to Borrower, its debts, or failureits assets, neglect whether voluntary or omission involuntary, all such Obligations shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor. (i) Borrower hereby agrees that the payment of any amounts due with respect to the indebtedness owing by Borrower to Borrower is hereby subordinated to the prior payment in full in cash of the Obligations. Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, Borrower will not demand, xxx for or otherwise attempt to collect any indebtedness of any other Borrower owing to Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, Borrower shall collect, enforce or exercise receive any right againstamounts in respect of such indebtedness, any one or more of such amounts shall be collected, enforced and received by Borrower as trustee for Lender and be paid over to Lender to be applied to repay the Borrowers shall release or discharge any other BorrowersObligations.

Acknowledgement of Joint and Several Liability. (a) Each Borrower (other than the Controlled Non-Profits) acknowledges that it is jointly and severally liable for all of the Obligations under the Credit Documents. Each Subject to Section 10.10(e), each Borrower expressly understands, agrees and acknowledges that (i) the Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a Lien lien upon, all of the Collateral Borrowers’ assets even though the proceeds of any particular loan Loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders each Lender and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Documents shall be applicable to and shall be binding upon each Borrower Borrower, and (vii) the Borrowers have each executed the Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other Borrowers. (b) Each Borrower’s obligations Borrower (other than the Controlled Non-Profits) is obligated to repay the Obligations as joint and several obligors under this Agreement. To the extent that any Credit Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Borrowings or other Credit Extensions made to or for another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then such Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (i) rendering such Borrower “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (as amended from time to time, “UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”) or any successor provision to the foregoing, (ii) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA or any successor provision to the foregoing, or (iii) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA or any successor provision to the foregoing. All rights and claims of contribution, indemnification, and reimbursement under Section 10.10 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of Section 10.10 shall, to the extent inconsistent with any provision in any Credit Document, supersede such inconsistent provision. (c) If (i) any court holds that Borrowers are guarantors and not jointly and severally liable or (ii) bankruptcy or reorganization proceedings at any time are instituted by or against any Borrower under any Debtor Relief Law, each Borrower hereby: (A) until indefeasible payment in full in cash of the Obligations, expressly and irrevocably subordinates, to the fullest extent permitted by lawpossible, be unconditional irrespective on behalf of (i) such Borrower, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the validity party accommodated, to a holder or enforceability, avoidancetransferee against a maker, or subordination to the holder of the Obligations a claim against any Person, and which such Borrower may have or hereafter acquire against any Person in connection with or as a result of any other Borrower or such Borrower’s execution, delivery and/or performance of 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 Borrowerthis Agreement, or any other security therefor, documents to which such Borrower is a party or otherwise; (B) expressly and irrevocably subordinates any “claim” (as such term is defined in the absence Bankruptcy Code) of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance, or granting of any indulgence by the Lenders with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Lenders or the Agent, or (iv) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash). With respect to any Borrower’s obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to advances of the Loans made to or for any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been indefeasibly paid in full and this Agreement shall have been terminated and all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders now have or may hereafter have kind against any other Borrower, or and further subordinates any endorser 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 Lenders to secure payment of the Obligations or any other liability of any Borrower to the Lenders. If an Event of Default has occurred and is continuing, the Lenders may proceed directly in accordance with Article XI, such rights against any Person (including any surety), either directly or as an attempted set off to any action commenced against such Borrower to collect and recover the full amount, by Administrative Agent or any portion of the Obligations, without first proceeding against any other Borrower a Lender or any other Person, or against any security or collateral for the Obligations. Each Borrower consents ; and (C) acknowledges and agrees (I) that this subordination is intended to benefit Administrative Agent and Lenders and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Agreement, and (II) that Administrative Agent and Lenders and their successors and permitted assigns are intended beneficiaries of this subordination, and agreements set forth in this Section 10.10 and their rights under this Section 10.10 shall be under no obligation to marshal any assets survive payment in favor of any Borrower or against or in payment of any or all full of the Obligations. (cd) This Agreement shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect with respect to each Borrower until all Obligations shall have been indefeasibly fully paid. No compromise, settlement, release or discharge of, or indulgence with respect to, or failure, neglect or omission to enforce or exercise any right against, any one or more of the Borrowers shall release or discharge any the other Borrowers. (e) Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, each Controlled Non-Profit shall be liable only for that portion of the Obligations evidenced by (i) any Loan or other extension of credit made to, or for the benefit of, such entity hereunder or under any other Credit Document, (ii) any loan, advance or other distribution to such entity of proceeds of any Loan or other extension of credit made to any other Borrower hereunder, and (iii) its proportionate share of all Loans and other extensions of credit made hereunder to fund any administrative and other management related fees, costs and expenses of the General Partner, the Partnership, the Operating Company or any Borrower providing services to such Controlled Non-Profit pursuant to a Cemetery Management Agreement; and the Collateral of such Controlled Non-Profit shall only secure, or be utilized to repay, such portion of the obligations described above.

Acknowledgement of Joint and Several Liability. (a) Each Borrower acknowledges that it is all Borrowers are jointly and severally liable for all of the Obligations under the Credit Loan Documents. Each Borrower expressly expressly (i) understands, agrees and acknowledges that (i) the Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires agrees to have the availability of one common credit facility loans instead of separate credit facilitiesloans, (iii) each Borrower has requested understands, agrees and acknowledges that the Lenders hereby will extend such a common credit facility loans on the terms herein provided, (iv) the understands, agrees and acknowledges that Lenders will be lending against, and relying on a Lien lien upon, all of the Collateral Borrowers' assets even though the proceeds of any particular loan the Loans made hereunder may not be advanced directly to a particular Borrower, (v) understands, agrees and acknowledges that each Borrower will nonetheless benefit by the making of all such loans the Loans hereunder by the Lenders and the availability of a single credit facility loans of a size greater than each could independently warrant, (vi) understands, agrees and acknowledges that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Loan Documents shall be applicable to and shall be binding upon each Borrower as set forth in the Loan Documents, and (vii) understands, agrees and acknowledges that the Borrowers have each executed the Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other Borrowers. (b) Without limitation of and in furtherance of the foregoing, each Borrower hereby guarantees the prompt payment and performance in full of all Obligations. Such guarantee constitutes a guarantee of payment and not of collection. Each Borrower’s 's obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination of the Obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the Obligations of any other Borrower, (ii) the absence of any attempt to collect the Obligations from any other Borrower, any Guarantor, if any, 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 the Lenders Agent and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any other Borrower or Guarantor, if any, or any part thereof, or any other agreement now or hereafter executed by any other Borrower or Guarantor, if any, and delivered to the Lenders 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, if any, (v) the Agent's and/or any Lender's election, in any proceeding instituted under the United States Bankruptcy Code (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 any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of the 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 (ivviii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash). With respect to any Borrower’s obligations 's Obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to advances Advances or other extensions of the Loans credit made to or for any of the other Borrowers hereunder, such Borrower waives, until the Obligations (other than indemnity obligations under the Loan Documents not then due and payable for any events of claims that would give rise thereto that are not then pending) shall have been indefeasibly paid in full and this Agreement shall have been terminated and all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders Agent and/or any Lender now have has or may hereafter have against any other Borrower, any endorser or any endorser Guarantor, if any, 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 Lenders Agent and/or any Lender to secure payment of the Obligations or any other liability of any Borrower to the LendersAgent and/or any Lender. If an During any Event of Default has occurred and is continuingDefault, the Lenders Agent may proceed directly in accordance with Article XIand 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 the Lenders Agent shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations. (c) Each Borrower is obligated to repay the Obligations as joint and several obligors under this Agreement. To the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Advances made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an "Accommodation Payment"), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower's Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the "Allocable Amount" of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (i) rendering such Borrower "insolvent" within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act ("UFTA") or Section 2 of the Uniform Fraudulent Conveyance Act ("UFCA"), (ii) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (iii) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 3.7 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 3.7 shall, to the extent inconsistent with any provision in any Loan Document, supersede such inconsistent provision. (d) If (i) any court holds that the Borrowers are guarantors and not jointly and severally liable or (ii) bankruptcy or reorganization proceedings at any time are instituted by or against any Borrower under any Debtor Relief Law, each Borrower hereby: (A) until indefeasible payment in full of the Obligations, expressly and irrevocably waives, to the fullest extent possible, on behalf of such Borrower, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of a claim against any Person, and which such Borrower may have or hereafter acquire against any Person in connection with or as a result of such Borrower's execution, delivery and/or performance of this Agreement, or any other documents to which such Borrower is a party or otherwise; (B) until indefeasible payment in full of the Obligations, expressly and irrevocably waives any "claim" (as such term is defined in the Bankruptcy Code) of any kind against any other Borrower, and further agrees that it shall not have or assert any such rights against any Person (including any surety), either directly or as an attempted set off to any action commenced against such Borrower by the Agent or a Lender or any other Person; and (C) acknowledges and agrees (I) that this waiver is intended to benefit the Agent and the Lenders and shall not limit or otherwise affect such Borrower's liability hereunder or the enforceability of this Agreement, and (II) that the Agent and the Lenders and their successors and assigns are intended beneficiaries of this waiver, and agreements set forth in this Section 3.7 and their rights under this Section 3.7 shall survive payment in full of the Obligations. (e) This Agreement shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect with respect to each Borrower until all Obligations shall have been indefeasibly fully paid. No compromise, settlement, release or discharge of, or indulgence with respect to, or failure, neglect or omission to enforce or exercise any right against, any one or more of the Borrowers shall release or discharge any the other Borrowers. (f) EACH BORROWER WAIVES THE FILING OF A CLAIM WITH A COURT IN THE EVENT OF RECEIVERSHIP OR BANKRUPTCY OF ANY BORROWER, AND WAIVES EVERY DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH ANY BORROWER MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY THE AGENT OR ANY LENDER IN ENFORCING THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, EVERY DEFENSE, COUNTERCLAIM OR SETOFF WHICH SUCH BORROWER MAY NOW HAVE, OR HEREAFTER MAY HAVE, AGAINST ANOTHER BORROWER OR ANY OTHER PARTY LIABLE TO THE AGENT OR ANY LENDER IN ANY MANNER. AS FURTHER SECURITY, ANY AND ALL DEBTS AND LIABILITIES NOW OR HEREAFTER ARISING AND OWING TO ANY BORROWER BY ANY OTHER BORROWER, OR TO ANY OTHER PARTY LIABLE TO THE AGENT OR ANY LENDER, ARE HEREBY SUBORDINATED TO THE AGENT'S AND ANY SUCH LENDER'S CLAIMS AND UPON THE OCCURRENCE OF AN EVENT OF DEFAULT ARE ASSIGNED TO THE AGENT FOR THE BENEFIT OF THE LENDERS. EACH BORROWER RATIFIES AND CONFIRMS WHATEVER THE AGENT OR A LENDER MAY DO PURSUANT TO THE TERMS HEREOF, AND AGREES THAT NEITHER THE AGENT NOR ANY LENDER SHALL BE LIABLE FOR ANY ERROR IN JUDGMENT OR MISTAKES OF FACT OR LAW. EACH BORROWER HEREBY AGREES THAT IT MAY BE JOINED AS A PARTY DEFENDANT IN ANY LEGAL PROCEEDING (INCLUDING, BUT NOT LIMITED TO, A FORECLOSURE PROCEEDING) INSTITUTED BY THE AGENT OR ANY LENDER AGAINST ANY OTHER BORROWER. (g) Should a claim be made upon the Agent or any Lender at any time for repayment of any amount received by the Agent or any Lender in payment of the Obligations, or any part thereof, whether received from any Borrower or received by the Agent or any Lender as the proceeds of Collateral, by reason of: (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Agent or any Lender or any of their property, or (ii) any settlement or compromise of any such claim effected by the Agent or any Lender, in its sole discretion, with the claimant (including a Borrower), each Borrower shall remain liable to the Agent or any such Lender for the amount so repaid to the same extent as if such amount had never originally been received by the Agent or any such Lender, notwithstanding any termination hereof or the cancellation of any note or other instrument evidencing any of the indebtedness. To the extent the Agent is required to repay any such amount, each Lender shall, to the extent the Agent previously paid to such Lender a portion of the amount which must be repaid, upon demand of the Agent, return to the Agent the amount which had previously been paid by the Agent to such Lender. (h) To the extent that any payment to, or realization by, the Lender or the Agent on the Obligations exceeds the limitations of this Section 3.7 and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against such Borrower. This

Acknowledgement of Joint and Several Liability. (a) Each Borrower acknowledges that it 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 Borrowers and in consideration of the undertakings of each other Borrower to accept joint and several liability for the Obligations. (b) Each Borrower, jointly and severally liable for severally, hereby irrevocably and unconditionally accepts, not merely as surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the performance of all of the Obligations (including any Obligations arising under this Section 3.8), it being the Credit Documents. Each Borrower expressly understands, agrees and acknowledges that (i) the Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a Lien upon, all intention of the Collateral even though parties hereto that all the proceeds Obligations shall be the joint and several obligations of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders Borrowers without preference or distinction among them and the availability of a single credit facility of a size greater than each could independently warrant, (vi) that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Loan Documents shall be applicable to and shall be binding upon each Borrower and (vii) the Borrowers have each executed Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other BorrowersBorrower. (bc) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event each other Borrower will make such payment with respect to, or perform, such Obligation. (d) The Obligations of Borrowers under the provisions of this Section 3.8 constitute the full recourse Obligations of Borrowers enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or the other Loan Documents or any other circumstance whatsoever as to any other Borrower. (e) Except as otherwise expressly provided herein, each Borrower hereby waives promptness, diligence, presentment, demand, protest, notice of acceptance of its joint and several liability, notice of any and all Advances under the Revolving Facility, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement or any of the Loan Documents), or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Lender or under or in respect of any of the Obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and other Loan Documents. Each Borrower hereby waives all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar Law now or hereafter in effect, any right to require the marshaling of Borrowers’ assets and any other entity or Person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Lender at any time or times in respect of any default by Borrowers in the performance or satisfaction of any term, covenant, condition or provision of this Agreement and the other Loan Documents, any and all other indulgences whatsoever by Lender in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, of Borrowers or any other entity or Person primarily or secondarily liable for any Obligation. Each Borrower further agrees that its Obligations shall not be released or discharged, in whole or in part, or otherwise affected by the adequacy of any rights which the Lender may have against any collateral security or other means of obtaining repayment of any of the Obligations, the impairment of any collateral security securing the Obligations, including the failure to protect or preserve any rights which Lender may have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security, any other act or omission which might in any manner or to any extent vary the risk of any Borrower, or otherwise operate as a release or discharge of any Borrower, all of which may be done without notice to Borrowers; provided, however, that the foregoing shall in no way be deemed to create commercially unreasonable standards as to Lender’s duties as secured party under the Loan Documents (as such rights and duties are set forth therein). If for any reason a Borrower has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from a Borrower by reason of any insolvency, bankruptcy or reorganization or by other operation of law or for any reason, this Agreement and the other Loan Documents to which it is a party shall nevertheless be binding on each other Borrower to the same extent as if such Borrower at all times had been the sole obligor on such Obligations. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of Lender, including any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable Laws thereunder which might, but for the provisions of this Section 3.8, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Agreement shallSection 3.8, to it being the fullest extent permitted by lawintention of each Borrower that, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination so long as any of the Obligations hereunder remain unsatisfied, the obligations of each Borrower under this Section 3.8 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of any Borrower under this Section 3.8 shall not be diminished or rendered unenforceable by any winding up, reorganization, amalgamation, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or of 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, 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 the Lenders with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Lenders or the Agent, or (iv) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash)Lender. With respect to any Borrower’s obligations arising as a result of the The joint and several liability of Borrowers hereunder with respect shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, ownership, membership, constitution or place of formation of Borrowers or the Lender. Each Borrower acknowledges and confirms that it has established its own adequate means of obtaining from each other Borrower on a continuing basis all information desired by such Borrower concerning the financial condition of each other Borrower and that each Borrower will look to advances each other Borrower and not to Lender for each Borrower to keep adequately informed of the Loans made to or for any changes in each of the other Borrowers’ respective financial conditions. (f) Borrowers hereunder, such Borrower waives, until the Obligations shall have been indefeasibly paid in full and this Agreement shall have been terminated and acknowledge that all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders now have or may hereafter have against any other Borrower, or any endorser 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 Lenders to secure payment of the Obligations or any other liability of any Borrower to the Lenders. If an Event of Default has occurred and is continuing, the Lenders may proceed directly in accordance with Article XI, against any Borrower to collect and recover the full amount, or any portion of the ObligationsObligations may now or hereafter be secured by a Lien or Liens upon Borrowers’ property. Subject to the terms of this Agreement, Lender may foreclose under all or any portion of one or more said Liens by means of judicial or nonjudicial sale or sales. Borrowers agree that Lender may exercise whatever rights and remedies it may have in respect to said security, all without first proceeding affecting the liability of any Borrower hereunder, except to the extent Lender realizes payment by such action or proceeding. No election to proceed in one form of action or against any party, or on any obligation shall constitute a waiver of Lender’s right to proceed in any other form of action or against one Borrower or any other Borrower or other person, or diminish the liability of any Borrower, or affect the right of Lender to proceed against any Borrower for any deficiency, except to the extent Lender realizes payment by such action, notwithstanding the effect of such action upon a Borrower’s rights of subrogation, reimbursement or indemnity, if any, against any other Borrower or any other Person, or against any security or collateral person. (g) The provisions of this Section 3.8 are made for the Obligations. Each Borrower consents benefit of the Lender and agrees that the Lenders shall its permitted successors and assigns, and may be under no obligation enforced by it from time to marshal any assets in favor of any Borrower or time against or in payment of any or all of the Obligations. (c) This Agreement shall in all respects be continuing, absolute and unconditional, and Borrowers as often as occasion may arise without requirement on the part of Lender or such successor or assign first to marshal any of its claims or to exercise any of its rights against any other Borrower or to exhaust any remedies available to it against any other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 3.8 shall remain in full force and effect with respect to each Borrower until all of the Obligations shall have been indefeasibly paid in full or otherwise fully paidsatisfied (other than indemnity obligations with respect to which no claim has been made). No compromiseIf at any time, settlement, release or discharge ofany payment, or indulgence any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 3.8 will forthwith be reinstated in effect, as though such payment had not been made. (h) Each Borrower hereby agrees that it will not enforce any of its rights of reimbursement, contribution, subrogation or the like against any other Borrower with respect toto 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 Obligations or any collateral security therefor until such time as all of the Obligations have been satisfied (other than indemnity reimbursement obligations with respect to which no claim has been made). Any claim which any Borrower may have against any other Borrower with respect to any payments to Lender hereunder or under other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to a Borrower, its debts, or failureits assets, neglect whether voluntary or omission involuntary, all such Obligations (other than indemnity and reimbursement obligations with respect to which no claim has been made) shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor. (i) Each Borrower hereby agrees that the payment of any amounts due with respect to the indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment in full in cash of the Obligations (other than indemnity obligations with respect to which no claim has been made). Each Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, upon the written request of Lender, no Borrower will demand, xxx for or otherwise attempt to collect any indebtedness of any other Borrower owing to a Borrower until the Obligations (other than indemnity and reimbursement obligations with respect to which no claim has been made) shall have been paid in full in cash. If, notwithstanding the foregoing sentence, a Borrower shall collect, enforce or exercise receive any right againstamounts in respect of such indebtedness, any one or more of such amounts shall be collected, enforced and received by such Borrower as trustee for Lender and be paid over to Lender to be applied to repay the Borrowers shall release or discharge any other BorrowersObligations.

Acknowledgement of Joint and Several Liability. (a) Each US Borrower acknowledges that it is jointly and severally liable for all of the US Obligations under the Credit Loan Documents. Each US Borrower expressly understands, agrees and acknowledges that (i) the US Borrowers are all affiliated entities by common ownershipAffiliates, (ii) each US Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each US Borrower has requested that the Agent and the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a Lien upon, all of the Collateral US Borrowers' assets even though the proceeds of any particular loan made hereunder may not be advanced directly to a particular US Borrower, (v) each US Borrower will nonetheless benefit by the making of all such loans by the Lenders each Lender and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Loan Documents to which any US Borrower is a party shall be applicable to and shall be binding upon each Borrower US Borrower, and (vii) the US Borrowers have each executed the Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other US Borrowers. (b) Each Borrower’s obligations Canadian Borrower acknowledges that it is jointly and severally liable for all of the Canadian Obligations under this Agreement shallthe Loan Documents. Each Canadian Borrower expressly understands, to the fullest extent permitted by law, be unconditional irrespective of agrees and acknowledges that (i) the validity or enforceability, avoidance, or subordination of the Obligations of any other Borrower or of any promissory note or other document evidencing Canadian Borrowers are all or any part of the Obligations of any other BorrowerAffiliates, (ii) each Canadian Borrower desires to have the absence availability of any attempt to collect the Obligations from any other Borrower, or any other security therefor, or the absence one common credit facility instead of any other action to enforce the sameseparate credit facilities, (iii) each Canadian Borrower has requested that the waiverAgent and the Lenders extend such a common credit facility on the terms herein provided, consent(iv) the Lenders will be lending against, extensionand relying on a Lien upon, forbearance, or granting all of Canadian Borrowers' assets even though the proceeds of any indulgence particular loan made hereunder may not be advanced directly to a particular Canadian Borrower, (v) each Canadian Borrower will nonetheless benefit by the making of all such loans by each Lender and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Loan Documents to which any Canadian Borrower is a party shall be applicable to and shall be binding upon each Canadian Borrower, and (vii) the Canadian Borrowers have each executed the Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders with respect to any provision of any instrument evidencing hereunder without the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed financial support provided by any other Borrower and delivered to the Lenders or the Agent, or (iv) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash). With respect to any Borrower’s obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to advances of the Loans made to or for any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been indefeasibly paid in full and this Agreement shall have been terminated and all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders now have or may hereafter have against any other Borrower, or any endorser 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 Lenders to secure payment of the Obligations or any other liability of any Borrower to the Lenders. If an Event of Default has occurred and is continuing, the Lenders may proceed directly in accordance with Article XI, 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 the Lenders shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations. (c) This Agreement shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect with respect to each Borrower until all Obligations shall have been indefeasibly fully paid. No compromise, settlement, release or discharge of, or indulgence with respect to, or failure, neglect or omission to enforce or exercise any right against, any one or more of the Borrowers shall release or discharge any other Canadian Borrowers.

Acknowledgement of Joint and Several Liability. (a) Each Borrower acknowledges that it 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 Borrower and in consideration of the undertakings of each other Borrower to accept joint and several liability for the Obligations. (b) Each Borrower, jointly and severally liable for severally, hereby irrevocably and unconditionally accepts, not merely as surety but also as a co-debtor, joint and several liability with the other Borrower, with respect to the performance of all of the Obligations (including, without limitation, any Obligations arising under this Section 3.7), it being the Credit Documents. Each Borrower expressly understands, agrees and acknowledges that (i) the Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a Lien upon, all intention of the Collateral even though parties hereto that all the proceeds Obligations shall be the joint and several obligations of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders without preference or distinction among them and the availability of a single credit facility of a size greater than each could independently warrant, (vi) that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Loan Documents shall be applicable to and shall be binding upon each Borrower and (vii) the Borrowers have each executed Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other BorrowersBorrower. (bc) Each If and to the extent that Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event each other Borrower will make such payment with respect to, or perform, such Obligation. (d) The Obligations of Borrower under the provisions of this Section 3.7 constitute the full recourse Obligations of Borrower enforceable against Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or the other Loan Documents or any other circumstance whatsoever as to any other Borrower. (e) Except as otherwise expressly provided herein, Borrower hereby waives promptness, diligence, presentment, demand, protest, notice of acceptance of its joint and several liability, notice of any and all Advances under the Revolving Facility. Borrower hereby waives all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of the Borrower and any other entity or Person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally. Borrower hereby assents to any extension or postponement of the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Lender at any time or times during the continuance of an Event of Default, including any and all other indulgences whatsoever by Lender in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, of Borrower or any other entity or Person primarily or secondarily liable for any Obligation. Borrower further agrees that its Obligations shall not be released or discharged, in whole or in part, or otherwise affected by the adequacy of any rights which the Lender may have against any collateral security or other means of obtaining repayment of any of the Obligations, the impairment of any collateral security securing the Obligations, including, without limitation, the failure to protect or preserve any rights which Lender may have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security, any other act or omission which might in any manner or to any extent vary the risk of Borrower, or otherwise operate as a release or discharge of Borrower, provided, however, that the foregoing shall in no way be deemed to create commercially unreasonable standards as to Lender’s duties as secured party under the Loan Documents (as such rights and duties are set forth therein). If for any reason either Borrower has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from Borrower by reason of any insolvency, bankruptcy or reorganization or by other operation of law or for any reason, this Agreement and the other Loan Documents to which it is a party shall nevertheless be binding on each other Borrower to the same extent as if such Borrower at all times had been the sole obligor on such Obligations. Without limiting the generality of the foregoing, Borrower assents to any other action or delay in acting or failure to act on the part of Lender, 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 3.7, afford grounds for terminating, discharging or relieving Borrower, in whole or in part, from any of its obligations under this Agreement shallSection 3.7, to it being the fullest extent permitted by lawintention of Borrower that, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination so long as any of the Obligations hereunder remain unsatisfied, the obligations of Borrower under Section 3.7 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of Borrower under this Section 3.7 shall not be diminished or rendered unenforceable by any winding up, reorganization, amalgamation, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or of 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, 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 the Lenders with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Lenders or the Agent, or (iv) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash)Lender. With respect to any Borrower’s obligations arising as a result of the The joint and several liability of Borrowers Borrower hereunder with respect shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, ownership, membership, constitution or place of formation of Borrower or the Lender. Borrower acknowledges and confirms that it has established its own adequate means of obtaining from each other Borrower on a continuing basis all information desired by Borrower concerning the financial condition of each other Borrower and that Borrower will look to advances each other Borrower and not to Lender for Borrower to keep adequately informed of the Loans made to or for any changes in each of the other Borrowers hereunder, such Borrower’s respective financial conditions. (f) Borrower waives, until the Obligations shall have been indefeasibly paid in full and this Agreement shall have been terminated and acknowledges that all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders now have or may hereafter have against any other Borrower, or any endorser 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 Lenders to secure payment of the Obligations or any other liability of any Borrower to the Lenders. If an Event of Default has occurred and is continuing, the Lenders may proceed directly in accordance with Article XI, against any Borrower to collect and recover the full amount, or any portion of the ObligationsObligations may now or hereafter be secured by a Lien or Liens upon property of the Borrower. Lender may foreclose under all or any portion of one or more said Liens by means of judicial or nonjudicial sale or sales. Borrower agrees that Lender may exercise whatever rights and remedies it may have in respect to said security, all without first proceeding affecting the liability of Borrower hereunder, except to the extent Lender realizes payment by such action or proceeding. No election to proceed in one form of action or against any party, or on any obligation shall constitute a waiver of Lender’s right to proceed in any other form of action or against Borrower or any other Borrower or other person, or diminish the liability of Borrower, or affect the right of Lender to proceed against Borrower for any deficiency, except to the extent Lender realizes payment by such action, notwithstanding the effect of such action upon Borrower’s rights of subrogation, reimbursement or indemnity, if any, against any other Borrower or any other Person, or against any security or collateral person. (g) The provisions of this Section 3.7 are made for the Obligations. Each Borrower consents benefit of the Lender and agrees that the Lenders shall its permitted successors and assigns, and may be under no obligation enforced by it from time to marshal any assets in favor of any Borrower or time against or in payment of any or all of the Obligations. (c) This Agreement shall in all respects be continuing, absolute and unconditional, and Borrower as often as occasion may arise without requirement on the part of Lender or such successor or assign first to marshal any of its claims or to exercise any of its rights against any other Borrower or to exhaust any remedies available to it against any other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 3.7 shall remain in full force and effect with respect to each Borrower until all of the Obligations shall have been indefeasibly paid in full or otherwise fully paidsatisfied. No compromiseIf at any time, settlement, release or discharge ofany payment, or indulgence any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 3.7 will forthwith be reinstated in effect, as though such payment had not been made. (h) Borrower hereby agrees that it will not enforce any of its rights of reimbursement, contribution, subrogation or the like against any other Borrower with respect toto 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 Obligations or any collateral security therefor until such time as all of the Obligations have been indefeasibly satisfied. Any claim which Borrower may have against any other Borrower with respect to any payments to Lender hereunder or under other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to Borrower, its debts, or failureits assets, neglect whether voluntary or omission involuntary, all such Obligations shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor. (i) Borrower hereby agrees that the payment of any amounts due with respect to the indebtedness owing by Borrower to Borrower is hereby subordinated to the prior payment in full in cash of the Obligations. Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, Borrower will not demand, xxx for or otherwise attempt to collect any indebtedness of any other Borrower owing to Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, Borrower shall collect, enforce or exercise receive any right againstamounts in respect of such indebtedness, any one or more of such amounts shall be collected, enforced and received by Borrower as trustee for Lender and be paid over to Lender to be applied to repay the Borrowers shall release or discharge any other BorrowersObligations.

Acknowledgement of Joint and Several Liability. (a) Each Borrower acknowledges that it is jointly and severally liable for all of the Obligations under the Credit Loan Documents. Each Borrower expressly understands, agrees and acknowledges that (i) the Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a Lien lien upon, all of the Collateral each Borrower’s assets even though the proceeds of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders each Lender and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Loan Documents shall be applicable to and shall be binding upon each Borrower (provided that no Borrower is deemed, by this statement, to have made any representation, warranty or covenant that is intended, by its terms to apply specifically to another Borrower or to the extent that such representation or warranty expressly relates to an earlier date), and (vii) the Borrowers have each executed the Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other Borrowers. (b) Each Borrower’s obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination of the Obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the Obligations of any other Borrower, (ii) the absence of any attempt to collect the Obligations from any other Borrower, 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 the Lenders Agent and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to Agent and/or any Lender, (iv) the Lenders failure by 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, (v) Agent’s and/or any Lender’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of 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 (ivviii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash). With respect to any Borrower’s obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to advances of the Loans Advances made to or for any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been indefeasibly paid in full and this Agreement shall have been terminated and all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders Agent and/or any Lender now have has or may hereafter have against any other Borrower, or any endorser 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 Lenders Agent and/or any Lender to secure payment of the Obligations or any other liability of any Borrower to Agent and/or any Lender. During the Lenders. If an existence of any Event of Default has occurred and is continuingDefault, the Lenders Agent may proceed directly in accordance with Article XIand 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 the Lenders Agent shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations. (c) Each Borrower is obligated to repay the Obligations as joint and several obligors under this Agreement. To the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Advances made to or for another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an ”Accommodation Payment”), then the Borrowers making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (i) rendering such Borrower “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (ii) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (iii) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 2.17 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 2.17 shall, to the extent inconsistent with any provision in any Loan Document, supersede such inconsistent provision. (d) If (i) any court holds that Borrowers are guarantors and not jointly and severally liable or (ii) bankruptcy or reorganization proceedings at any time are instituted by or against any Borrower under the Bankruptcy Code or any similar debtor relief law, each Borrower hereby: (A) until indefeasible payment in full in cash of the Obligations, expressly and irrevocably waives, to the fullest extent possible, on behalf of such Borrower, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of a claim against any Person, and which such Borrower may have or hereafter acquire against any Person in connection with or as a result of such Borrower’s execution, delivery and/or performance of this Agreement, or any other documents to which such Borrower is a party or otherwise; (B) expressly and irrevocably waives any “claim” (as such term is defined in the Bankruptcy Code) of any kind against any other Borrower, and further agrees that it shall not have or assert any such rights against any Person (including any surety), either directly or as an attempted set off to any action commenced against such Borrower by Agent or a Lender or any other Person; and (C) acknowledges and agrees (I) that this waiver is intended to benefit Administrative Agent and Lenders and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Agreement, and (II) that Agent and Lenders and their successors and assigns are intended beneficiaries of this waiver, and agreements set forth in this Section 2.17 and their rights under this Section 2.17 shall survive payment in full of the Obligations. (e) This Agreement shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect with respect to each Borrower until all Obligations shall have been indefeasibly fully paid. No compromise, settlement, release or discharge of, or indulgence with respect to, or failure, neglect or omission to enforce or exercise any right against, any one or more of the Borrowers shall release or discharge any other Borrowers.

Acknowledgement of Joint and Several Liability. (a) Each Borrower acknowledges that it is jointly and severally liable for all of the Obligations under the Credit Loan Documents. Each Borrower expressly understands, agrees and acknowledges that (i) the Borrowers are all entities affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that the Lenders Lender extend such a common credit facility on the terms herein provided, (iv) the Lenders Lender will be lending against, and relying on a Lien lien upon, all of the Collateral Borrowers' assets even though the proceeds of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders Lender and the availability of a single credit facility of a size greater than each could independently warrant, and (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Loan Documents shall be applicable to and shall be binding upon each Borrower. Each Borrower hereby appoints PHC (in such capacity, "Borrower Agent") to act as agent on behalf of each Borrower and (vii) the Borrowers have each executed Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other Borrowers. (b) Each Borrower’s obligations under this Agreement shalldeliver any statement, to the fullest extent permitted by lawnotice, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination of the Obligations of any other Borrower or of any promissory note authorization or other document evidencing all writing required or any part of the Obligations of any other Borrower, (ii) the absence of any attempt to collect the Obligations from any other Borrower, permitted hereunder 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 the Lenders with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Lenders or the Agent, or (iv) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash). With respect to any Borrower’s obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to advances of the Loans made to or for under any of the Loan Documents. Lender shall be entitled to rely upon any statement, notice, authorization or other Borrowers hereunder, such writing received from Borrower waives, until the Obligations shall have been indefeasibly paid in full Agent without investigation and this Agreement shall have been terminated and all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders now have or may hereafter have against any other Borrower, or any endorser 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 Lenders to secure payment of the Obligations or any other liability of any each Borrower to the Lenders. If an Event of Default has occurred and is continuing, the Lenders may proceed directly in accordance with Article XI, 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 the Lenders any such statement, notice, authorization or other writing shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligationsbinding on it. (c) This Agreement shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect with respect to each Borrower until all Obligations shall have been indefeasibly fully paid. No compromise, settlement, release or discharge of, or indulgence with respect to, or failure, neglect or omission to enforce or exercise any right against, any one or more of the Borrowers shall release or discharge any other Borrowers.

Acknowledgement of Joint and Several Liability. (a) Each Borrower acknowledges that it 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 such Borrower and in consideration of the undertakings of each other Borrower to accept joint and several liability for the Obligations. (b) Each Borrower, jointly and severally liable for severally, hereby irrevocably and unconditionally accepts, not merely as surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the performance of all of the Obligations (including, without limitation, any Obligations arising under this Section 3.7), it being the Credit Documents. Each Borrower expressly understands, agrees intention of the parties hereto that all the Obligations shall be the joint and acknowledges that (i) several obligations of the Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested without preference or distinction among them and that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a Lien upon, all of the Collateral even though the proceeds of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Loan Documents shall be applicable to and shall be binding upon each Borrower and (vii) the Borrowers have each executed Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other BorrowersBorrower. (bc) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event each other Borrower will make such payment with respect to, or perform, such Obligation. (d) The Obligations of any Borrower under the provisions of this Section 3.7 constitute the full recourse Obligations of such Borrower enforceable against such Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or the other Loan Documents or any other circumstance whatsoever as to any other Borrower. (e) Except as otherwise expressly provided herein, each Borrower hereby waives promptness, diligence, presentment, demand, protest, notice of acceptance of its joint and several liability, notice of any and all Advances under the Revolving Facility, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement or any of the Loan Documents), or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Lender or under or in respect of any of the Obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and other Loan Documents. Each Borrower hereby waives all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of such Borrower and any other entity or Person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Lender at any time or times in respect of any default by such Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement and the other Loan Documents, any and all other indulgences whatsoever by Lender in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, of such Borrower or any other entity or Person primarily or secondarily liable for any Obligation. Each Borrower further agrees that its Obligations shall not be released or discharged, in whole or in part, or otherwise affected by the adequacy of any rights which the Lender may have against any collateral security or other means of obtaining repayment of any of the Obligations, the impairment of any collateral security securing the Obligations, including, without limitation, the failure to protect or preserve any rights which Lender may have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security, any other act or omission which might in any manner or to any extent vary the risk of such Borrower, or otherwise operate as a release or discharge of such Borrower, all of which may be done without notice to such Borrower; provided, however, that the foregoing shall in no way be deemed to create commercially unreasonable standards as to Lender’s duties as secured party under the Loan Documents (as such rights and duties are set forth therein). If for any reason any Borrower has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from any Borrower by reason of any insolvency, bankruptcy or reorganization or by other operation of law or for any reason, this Agreement and the other Loan Documents to which it is a party shall nevertheless be binding on each other Borrower to the same extent as if such Borrower at all times had been the sole obligor on such Obligations. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of Lender, 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 3.7, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Agreement shallSection 3.7, to it being the fullest extent permitted by lawintention of such Borrower that, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under Section 3.7 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 3.7 shall not be diminished or rendered unenforceable by any winding up, reorganization, amalgamation, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or of 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, 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 the Lenders with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Lenders or the Agent, or (iv) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash)Lender. With respect to any Borrower’s obligations arising as a result of the The joint and several liability of Borrowers each Borrower hereunder with respect shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, ownership, membership, constitution or place of formation of such Borrower or the Lender. Each Borrower acknowledges and confirms that it has established its own adequate means of obtaining from each other Borrower on a continuing basis all information desired by such Borrower concerning the financial condition of each other Borrower and that such Borrower will look to advances each other Borrower and not to Lender for such Borrower to keep adequately informed of the Loans made to or for any changes in each of the other Borrowers hereunder, such Borrowers’ respective financial conditions. (f) Each Borrower waives, until the Obligations shall have been indefeasibly paid in full and this Agreement shall have been terminated and acknowledges that all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders now have or may hereafter have against any other Borrower, or any endorser 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 Lenders to secure payment of the Obligations or any other liability of any Borrower to the Lenders. If an Event of Default has occurred and is continuing, the Lenders may proceed directly in accordance with Article XI, against any Borrower to collect and recover the full amount, or any portion of the ObligationsObligations may now or hereafter be secured by a Lien or Liens upon property of such Borrower. Lender may foreclose under all or any portion of one or more said Liens by means of judicial or nonjudicial sale or sales. Each Borrower agrees that Lender may exercise whatever rights and remedies it may have in respect to said security, all without first proceeding affecting the liability of such Borrower hereunder, except to the extent Lender realizes payment by such action or proceeding. No election to proceed in one form of action or against any party, or on any obligation shall constitute a waiver of Lender’s right to proceed in any other form of action or against any Borrower or other Person, or diminish the liability of any Borrower, or affect the right of Lender to proceed against any Borrower for any deficiency, except to the extent Lender realizes payment by such action, notwithstanding the effect of such action upon any Borrower’s rights of subrogation, reimbursement or indemnity, if any, against any other Borrower or any other Personperson. (g) The provisions of this Section 3.7 are made for the benefit of the Lender and its permitted successors and assigns, and may be enforced by it from time to time against any or all of the Borrowers as often as occasion may arise without requirement on the part of Lender or such successor or assign first to marshal any of its claims or to exercise any of its rights against any other Borrower or to exhaust any remedies available to it against any other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 3.7 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 Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 3.7 will forthwith be reinstated in effect, as though such payment had not been made. (h) Each Borrower hereby agrees that it will not enforce any of its rights of reimbursement, contribution, subrogation or the like against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been indefeasibly satisfied. Any claim which any Borrower may have against any other Borrower with respect to any payments to Lender hereunder or collateral for under other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to such Borrower, its debts, or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor. (i) Each Borrower hereby agrees that the payment of any amounts due with respect to the indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment in full in cash of the Obligations. Each Borrower consents and hereby agrees that after the Lenders shall be under no obligation to marshal any assets in favor occurrence and during the continuance of any Default or Event of Default, each Borrower will not demand, xxx for or against or in payment otherwise attempt to collect any indebtedness of any or all of the Obligations. (c) This Agreement shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect with respect other Borrower owing to each any Borrower until all the Obligations shall have been indefeasibly fully paidpaid in full in cash. No compromiseIf, settlementnotwithstanding the foregoing sentence, release or discharge ofany Borrower shall collect, or indulgence with respect to, or failure, neglect or omission to enforce or exercise receive any right againstamounts in respect of such indebtedness, any one or more of such amounts shall be collected, enforced and received by such Borrower as trustee for Lender and be paid over to Lender to be applied to repay the Borrowers shall release or discharge any other BorrowersObligations.

Acknowledgement of Joint and Several Liability. (a) Each Borrower acknowledges that it 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 Borrower and in consideration of the undertakings of each other Borrower to accept joint and several liability for the Obligations. (b) Each Borrower, jointly and severally liable for severally, hereby irrevocably and unconditionally accepts, not merely as surety but also as a co-debtor, joint and several liability with the other Borrower, with respect to the performance of all of the Obligations (including, without limitation, any Obligations arising under this Section 3.8), it being the Credit Documents. Each Borrower expressly understands, agrees and acknowledges that (i) the Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a Lien upon, all intention of the Collateral even though parties hereto that all the proceeds Obligations shall be the joint and several obligations of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by the Lenders without preference or distinction among them and the availability of a single credit facility of a size greater than each could independently warrant, (vi) that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Loan Documents shall be applicable to and shall be binding upon each Borrower and (vii) the Borrowers have each executed Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other BorrowersBorrower. (bc) Each If and to the extent that Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event each other Borrower will make such payment with respect to, or perform, such Obligation. (d) The Obligations of Borrower under the provisions of this Section 3.8 constitute the full recourse Obligations of Borrower enforceable against Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or the other Loan Documents or any other circumstance whatsoever as to any other Borrower. (e) Except as otherwise expressly provided herein, Borrower hereby waives promptness, diligence, presentment, demand, protest, notice of acceptance of its joint and several liability, notice of any and all Advances under the Revolving Facility, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement or any of the Loan Documents), or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Lender or under or in respect of any of the Obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and other Loan Documents. Borrower hereby waives all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of the Borrower and any other entity or Person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally. Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Lender at any time or times in respect of any default by Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement and the other Loan Documents, any and all other indulgences whatsoever by Lender in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, of Borrower or any other entity or Person primarily or secondarily liable for any Obligation. Borrower further agrees that its Obligations shall not be released or discharged, in whole or in part, or otherwise affected by the adequacy of any rights which the Lender may have against any collateral security or other means of obtaining repayment of any of the Obligations, the impairment of any collateral security securing the Obligations, including, without limitation, the failure to protect or preserve any rights which Lender may have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security, any other act or omission which might in any manner or to any extent vary the risk of Borrower, or otherwise operate as a release or discharge of Borrower, all of which may be done without notice to Borrower; provided, however, that the foregoing shall in no way be deemed to create commercially unreasonable standards as to Lender’s duties as secured party under the Loan Documents (as such rights and duties are set forth therein). If for any reason either Borrower has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from Borrower by reason of any insolvency, bankruptcy or reorganization or by other operation of law or for any reason, this Agreement and the other Loan Documents to which it is a party shall nevertheless be binding on each other Borrower to the same extent as if such Borrower at all times had been the sole obligor on such Obligations. Without limiting the generality of the foregoing, Borrower assents to any other action or delay in acting or failure to act on the part of Lender, 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 3.8, afford grounds for terminating, discharging or relieving Borrower, in whole or in part, from any of its obligations under this Agreement shallSection 3.8, to it being the fullest extent permitted by lawintention of Borrower that, be unconditional irrespective of (i) the validity or enforceability, avoidance, or subordination so long as any of the Obligations hereunder remain unsatisfied, the obligations of Borrower under Section 3.8 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of Borrower under this Section 3.8 shall not be diminished or rendered unenforceable by any winding up, reorganization, amalgamation, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or of 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, 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 the Lenders with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Lenders or the Agent, or (iv) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash)Lender. With respect to any Borrower’s obligations arising as a result of the The joint and several liability of Borrowers Borrower hereunder with respect shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, ownership, membership, constitution or place of formation of Borrower or the Lender. Borrower acknowledges and confirms that it has established its own adequate means of obtaining from each other Borrower on a continuing basis all information desired by Borrower concerning the financial condition of each other Borrower and that Borrower will look to advances each other Borrower and not to Lender for Borrower to keep adequately informed of the Loans made to or for any changes in each of the other Borrowers hereunder, such Borrower’s respective financial conditions. (f) Borrower waives, until the Obligations shall have been indefeasibly paid in full and this Agreement shall have been terminated and acknowledges that all Commitments have been terminated, any right to enforce any right of subrogation or any remedy which the Lenders now have or may hereafter have against any other Borrower, or any endorser 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 Lenders to secure payment of the Obligations or any other liability of any Borrower to the Lenders. If an Event of Default has occurred and is continuing, the Lenders may proceed directly in accordance with Article XI, against any Borrower to collect and recover the full amount, or any portion of the ObligationsObligations may now or hereafter be secured by a Lien or Liens upon property of the Borrower. Lender may foreclose under all or any portion of one or more said Liens by means of judicial or nonjudicial sale or sales. Borrower agrees that Lender may exercise whatever rights and remedies it may have in respect to said security, all without first proceeding affecting the liability of Borrower hereunder, except to the extent Lender realizes payment by such action or proceeding. No election to proceed in one form of action or against any party, or on any obligation shall constitute a waiver of Lender’s right to proceed in any other form of action or against Borrower or any other Borrower or other person, or diminish the liability of Borrower, or affect the right of Lender to proceed against Borrower for any deficiency, except to the extent Lender realizes payment by such action, notwithstanding the effect of such action upon Borrower’s rights of subrogation, reimbursement or indemnity, if any, against any other Borrower or any other Person, or against any security or collateral person. (g) The provisions of this Section 3.8 are made for the Obligations. Each Borrower consents benefit of the Lender and agrees that the Lenders shall its permitted successors and assigns, and may be under no obligation enforced by it from time to marshal any assets in favor of any Borrower or time against or in payment of any or all of the Obligations. (c) This Agreement shall in all respects be continuing, absolute and unconditional, and Borrower as often as occasion may arise without requirement on the part of Lender or such successor or assign first to marshal any of its claims or to exercise any of its rights against any other Borrower or to exhaust any remedies available to it against any other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 3.8 shall remain in full force and effect with respect to each Borrower until all of the Obligations shall have been indefeasibly paid in full or otherwise fully paidsatisfied. No compromiseIf at any time, settlement, release or discharge ofany payment, or indulgence any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 3.8 will forthwith be reinstated in effect, as though such payment had not been made. (h) Borrower hereby agrees that it will not enforce any of its rights of reimbursement, contribution, subrogation or the like against any other Borrower with respect toto 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 Obligations or any collateral security therefor until such time as all of the Obligations have been indefeasibly satisfied. Any claim which Borrower may have against any other Borrower with respect to any payments to Lender hereunder or under other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to Borrower, its debts, or failureits assets, neglect whether voluntary or omission involuntary, all such Obligations shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor. (i) Borrower hereby agrees that the payment of any amounts due with respect to the indebtedness owing by Borrower to Borrower is hereby subordinated to the prior payment in full in cash of the Obligations. Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, Borrower will not demand, xxx for or otherwise attempt to collect any indebtedness of any other Borrower owing to Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, Borrower shall collect, enforce or exercise receive any right againstamounts in respect of such indebtedness, any one or more of such amounts shall be collected, enforced and received by Borrower as trustee for Lender and be paid over to Lender to be applied to repay the Borrowers shall release or discharge any other BorrowersObligations.