Common use of Co Borrower Provisions Clause in Contracts

Co Borrower Provisions. Each Borrower acknowledges and agrees that it shall be jointly and severally liable for the Loan and all other obligations arising under this Agreement and/or any of the other Loan Documents. In furtherance thereof, each Borrower acknowledges and agrees as follows: (a) For the purpose of implementing the joint borrower provisions of the Loan Documents, each Borrower hereby irrevocably appoints each other Borrower as its agent and attorney-in-fact for all purposes of the Loan Documents, including the giving and receiving of notices and other communications, and Administrative Agent and Lenders shall be entitled to rely on requests and instructions of any Borrower. (b) To induce Lenders to make the Loan, and in consideration thereof, each Borrower hereby agrees to indemnify Administrative Agent, L▇▇▇▇▇▇, and the other Indemnified Parties against, and hold Administrative Agent, Lenders and the other Indemnified Parties harmless from, any and all out of pocket liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Administrative Agent and/or Lenders by any Borrower or by any other Person arising from or incurred by reason of reliance by Administrative Agent and/or Lenders on any requests or instructions from any Borrower. (c) Each Borrower consents and agrees that Administrative Agent and/or Lenders may, at any time and from time to time, without notice or demand: (i) agree with any Borrower to supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) agree with any Borrower to supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations or any part thereof; (iv) accept partial payments on the obligations; (v) receive guaranties for the obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any guaranties of the obligations; (vii) release any Person or any guarantor from any personal liability with respect to the obligations or any part thereof; or (viii) settle, release on terms satisfactory to Administrative Agent or by operation of Applicable Laws or otherwise liquidate or enforce any obligations and any guaranty thereof in any manner; and consent to the merger, change or any other restructuring or termination of the corporate existence of any Borrower or any other Person, and correspondingly restructure the obligations of such Borrower or other Person, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower. (d) Upon the occurrence of and during the continuance of any Event of Default, Administrative Agent may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy Administrative Agent and/or Lenders at any time may have or hold in connection with the obligations. Each Borrower expressly waives any right to require Administrative Agent and/or Lenders, in connection with Administrative Agent’s and/or L▇▇▇▇▇▇’ efforts to obtain repayment of the Loan and other obligations, to proceed against any other Person, and agrees that Administrative Agent and/or Lenders may proceed against any Persons in such order as it shall determine in its sole and absolute discretion in connection with Administrative Agent’s efforts to obtain repayment of the Loan and other obligations. Administrative Agent may file a separate action or actions against each Borrower to enforce the obligations, whether action is brought or prosecuted against any other Person, or whether any other Person is joined in any such action or actions. Each Borrower agrees that Administrative Agent, Lenders, each other Borrower and/or any other Person may deal with Administrative Agent and Lenders in connection with the obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them or between any Borrower and/or any other Person, in any manner whatsoever. The rights of Administrative Agent and/or Lenders hereunder and under the other Loan Documents shall be reinstated and revived, and the enforceability of this Agreement and the other Loan Documents shall continue, with respect to any amount at any time paid on account of the obligations thereunder which thereafter shall be required to be restored or returned by Administrative Agent and/or Lenders as a result of the bankruptcy, insolvency or reorganization of any Borrower or any other Person, or otherwise, all as though such amount had not been paid. The enforceability of this Agreement and the other Loan Documents at all times shall remain effective in accordance with their terms as to any remaining party even though any or all obligations, or any other guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower or any other Person and whether or not any Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives any and all defenses to the enforcement of its obligations under the Loan Documents now or hereafter arising or asserted by reason of: (i) any disability or other defense of any other Borrower or any other Person with respect to the obligations; (ii) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any principal thereof or any defect in the formation of any Borrower or any such principal; (iii) any defense based upon the application by any Borrower of the proceeds of the Loan for purposes other than the purposes permitted under this Agreement or any other Loan Document; (iv) any and all rights and defenses arising out of an election of remedies by Administrative Agent and/or Lenders; (v) any defense based upon Administrative Agent and/or Lender’s failure to disclose any information concerning any other Borrower’s financial condition or any other circumstances bearing on any other Borrower’s ability to pay all sums payable under the Notes or any of the other Loan Documents; (vi) the unenforceability or invalidity of any guaranty for the obligations; (vii) the cessation for any cause whatsoever of the liability of any other Borrower or any other Person (other than by reason of the full and final payment and performance of all obligations); (viii) [intentionally omitted]; (ix) [intentionally omitted]; (x) [intentionally omitted]; (xi) any act or omission of Administrative Agent and/or Lenders or others that directly or indirectly results in or aids the discharge or release of any other Borrower or of any other Person or of any of the obligations or any guaranty therefor by operation of law or otherwise; (xii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (xiii) any right to enforce any remedy which Administrative Agent and/or Lenders may have against any other Borrower; (xiv) the benefit of any statute of limitations affecting the liability of each Borrower or the enforcement hereof; (xv) any failure of Administrative Agent and/or Lenders to file or enforce a claim in any bankruptcy proceeding with respect to any Person; (xvi) the election by Administrative Agent and/or Lenders, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xvii) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code except to the extent otherwise provided in this Agreement; (xviii) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (xix) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xx) [intentionally omitted]; or (xxi) any bankruptcy proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the obligations (or any interest thereon) in or as a result of any such proceeding. (e) Each Borrower represents and warrants to Administrative Agent and Lenders that it has established adequate means of obtaining from each other Borrower, on a continuing basis, financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise) and their respective properties, and each now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other and their respective properties. Each Borrower hereby expressly waives and relinquishes any duty on the part of Administrative Agent and/or Lenders to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any other Borrower or any other Borrower’s property, whether now known or hereafter known by Administrative Agent and/or Lenders during the life of this Agreement. If Administrative Agent or any Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, Administrative Agent or such Lender shall not be under any obligation to update any such information or to provide any such information to such Borrower or any other Person on any subsequent occasion. With respect to any of the obligations, Administrative Agent and/or Lenders need not inquire into the powers of any Borrower or the officers, employees or other Persons acting or purporting to act on such B▇▇▇▇▇▇▇’s behalf. (f) Each Borrower understands that the exercise by Administrative Agent and/or Lenders of certain rights and remedies may affect or eliminate such Borrower’s right of subrogation against any other Borrower and that such Borrower may therefore incur partially or totally nonreimbursable liability hereunder. Nevertheless, each Borrower hereby authorizes and empowers Administrative Agent, L▇▇▇▇▇▇ and their successors, endorsees and assigns, to exercise in its or their sole discretion (but subject to the terms of the Loan Documents), any rights and remedies, or any combination thereof, which may then be available, it being the purpose and intent of such Borrower that the obligations hereunder shall be absolute, continuing, independent and unconditional until fully satisfied. Notwithstanding any other provision of the Loan Documents to the contrary, until all obligations have been repaid, each Borrower hereby subordinates any claim or other rights which such Borrower may now have or hereafter acquire against any other Borrower of all or any of the obligations of such Borrower hereunder that arise from the existence or performance of such Borrower’s obligations under this Agreement or any of the other Loan Documents, including any right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy of Administrative Agent and Lenders against any other Borrower or any collateral which Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from any other Borrower, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights. (g) Intentionally Omitted. (h) Without limiting the foregoing waivers and release contained in this Section 13.23: (i) Each Borrower subordinates all present and future indebtedness owing by any other Borrower to such Borrower to the obligations at any time owing by any other Borrower to Administrative Agent and Lenders under this Agreement and the other Loan Documents. (ii) Each Borrower agrees to make no claim on such indebtedness until all obligations of any other Borrower under this Agreement and the other Loan Documents have been fully discharged. (iii) Each Borrower further agrees not to assign all or any part of any such indebtedness unless Administrative Agent is given prior notice and such assignment is expressly made subject to the terms of this Agreement and the other Loan Documents. Each Borrower acknowledges that: (a) the obligations under the Loan Documents are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Administrative Agent’s and Lenders’ consideration for entering into these transactions, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by each Borrower of all such defenses, and each Borrower has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, each Borrower does hereby represent and confirm to Administrative Agent and Lenders that each Borrower is fully informed regarding, and thoroughly understands: (i) the nature of all such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Borrower, and (iv) the legal consequences to Borrower of waiving such defenses. Each Borrower acknowledges that all of the informed waivers herein shall be fully enforceable by Administrative Agent and/or Lenders, and that Administrative Agent and Lenders are induced to enter into this transaction in material reliance upon the presumed full enforceability thereof. If any of the waivers or consents set forth herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Co Borrower Provisions. Each Borrower acknowledges and agrees that it shall be jointly and severally liable for the Loan and all other obligations arising under this Agreement and/or any of the other Loan Documents. In furtherance thereof, each Borrower acknowledges and agrees as follows: (a) For the purpose of implementing The Obligations are the joint borrower provisions and several obligation of each Borrower. To the Loan Documentsfullest extent permitted by applicable law, the obligations of each Borrower hereby irrevocably appoints each other Borrower as its agent and attorney-in-fact for all purposes of the Loan Documents, including the giving and receiving of notices and other communications, and Administrative Agent and Lenders hereunder shall not be entitled to rely on requests and instructions of any Borrower. (b) To induce Lenders to make the Loan, and in consideration thereof, each Borrower hereby agrees to indemnify Administrative Agent, L▇▇▇▇▇▇, and the other Indemnified Parties against, and hold Administrative Agent, Lenders and the other Indemnified Parties harmless from, any and all out of pocket liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Administrative Agent and/or Lenders affected by any Borrower or by any other Person arising from or incurred by reason of reliance by Administrative Agent and/or Lenders on any requests or instructions from any Borrower. (c) Each Borrower consents and agrees that Administrative Agent and/or Lenders may, at any time and from time to time, without notice or demand: (i) agree with the failure of Bank to assert any Borrower claim or demand or to supplement, modify, amend, extend, renew, accelerate, enforce or otherwise change the time for payment or the terms of the obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) agree with any Borrower to supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations or any part thereof; (iv) accept partial payments on the obligations; (v) receive guaranties for the obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any guaranties of the obligations; (vii) release any Person or any guarantor from any personal liability with respect to the obligations or any part thereof; or (viii) settle, release on terms satisfactory to Administrative Agent or by operation of Applicable Laws or otherwise liquidate or enforce any obligations and any guaranty thereof in any manner; and consent to the merger, change or any other restructuring or termination of the corporate existence of any Borrower or any other Person, and correspondingly restructure the obligations of such Borrower or other Person, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower. (d) Upon the occurrence of and during the continuance of any Event of Default, Administrative Agent may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy Administrative Agent and/or Lenders at any time may have or hold in connection with the obligations. Each Borrower expressly waives exercise any right to require Administrative Agent and/or Lenders, in connection with Administrative Agent’s and/or L▇▇▇▇▇▇’ efforts to obtain repayment of the Loan and other obligations, to proceed or remedy against any other PersonBorrower under the provisions of this Agreement, and agrees that Administrative Agent and/or Lenders may proceed against any Persons in such order as it shall determine in its sole and absolute discretion in connection with Administrative Agent’s efforts to obtain repayment of the Loan and other obligations. Administrative Agent may file a separate action or actions against each Borrower to enforce the obligations, whether action is brought or prosecuted against any other PersonLoan Document or under applicable law, or whether any other Person is joined in any such action or actions. Each Borrower agrees that Administrative Agent, Lenders, each other Borrower and/or any other Person may deal with Administrative Agent and Lenders in connection with the obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them or between any Borrower and/or any other Person, in any manner whatsoever. The rights of Administrative Agent and/or Lenders hereunder and under the other Loan Documents shall be reinstated and revived, and the enforceability of this Agreement and the other Loan Documents shall continue, with respect to any amount at any time paid on account of the obligations thereunder which thereafter shall be required to be restored or returned by Administrative Agent and/or Lenders as a result of the bankruptcy, insolvency or reorganization of any Borrower or any other Person, or otherwise, all as though such amount had not been paid. The enforceability of this Agreement and the other Loan Documents at all times shall remain effective in accordance with their terms as to any remaining party even though any or all obligations, or any other guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower or any other Person and whether or not any Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives any and all defenses to the enforcement of its obligations under the Loan Documents now or hereafter arising or asserted by reason of: (i) any disability or other defense of any other Borrower or any other Person with respect to the obligations; (ii) any defense based upon any lack of authority of the officersrescission, directorswaiver, partners amendment or agents acting or purporting to act on behalf of any other Borrower modification of, or any principal thereof or any defect in the formation release of any Borrower or from, any such principal; (iii) any defense based upon the application by any Borrower of the proceeds of the Loan for purposes other than the purposes permitted under terms or provisions of, this Agreement or any other Loan Document; , or (iviii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of the Bank. (b) The obligations of each Borrower to pay the Obligations in full hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full in cash of the Obligations after the termination of any obligation of Bank to any Borrower under any Loan Document), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected by the failure of the Bank to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Borrower or that would otherwise operate as a discharge of any Borrower as a matter of law or equity (other than the payment in full in cash of all rights and defenses the Obligations after termination of any obligation of Bank to any Borrower under any Loan Document). (c) To the fullest extent permitted by applicable law, other than mandatory counterclaims, each Borrower waives any defense based on or arising out of an election of remedies by Administrative Agent and/or Lenders; (v) any defense based upon Administrative Agent and/or Lender’s failure to disclose any information concerning of any other Borrower’s financial condition Borrower or the unenforceability of the Obligations or any other circumstances bearing on part thereof from any other Borrower’s ability to pay all sums payable under the Notes cause, or any of the other Loan Documents; (vi) the unenforceability or invalidity of any guaranty for the obligations; (vii) the cessation for from any cause whatsoever of the liability of any other Borrower, other than the payment in full in cash of all the Obligations after the termination of any obligation of Bank to any Borrower under any Loan Document. The Bank may, at its election, foreclose on any security held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other Person (accommodation with any Borrower, or exercise any other than by reason right or remedy available to it against any Borrower, without affecting or impairing in any way the liability of any Borrower hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and performed in full after the termination of any obligation of the full and final payment and performance of all obligations); (viii) [intentionally omitted]; (ix) [intentionally omitted]; (x) [intentionally omitted]; (xi) Bank to any act or omission of Administrative Agent and/or Lenders or others that directly or indirectly results in or aids the discharge or release Borrower under any Loan Document. Pursuant to applicable law, each Borrower waives any defense arising out of any other Borrower such election even though such election operates, pursuant to applicable law, to impair or of any other Person or of any of the obligations or any guaranty therefor by operation of law or otherwise; (xii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (xiii) extinguish any right to enforce any of reimbursement or subrogation or other right or remedy which Administrative Agent and/or Lenders may have of such Borrower against any other Borrower; (xiv) , as the benefit of any statute of limitations affecting the liability of each Borrower or the enforcement hereof; (xv) any failure of Administrative Agent and/or Lenders to file or enforce a claim in any bankruptcy proceeding with respect to any Person; (xvi) the election by Administrative Agent and/or Lenders, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xvii) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code except to the extent otherwise provided in this Agreement; (xviii) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (xix) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xx) [intentionally omitted]; or (xxi) any bankruptcy proceeding commenced by or against any Person, including any discharge ofcase may be, or bar or stay against collecting, all or any of the obligations (or any interest thereon) in or as a result of any such proceedingsecurity. (ed) Each Except as otherwise specifically provided herein, each Borrower represents is obligated to repay the Obligations as joint and warrants to Administrative Agent and Lenders that it has established adequate means of obtaining from each other Borrower, on a continuing basis, financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise) and their respective properties, and each now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other and their respective properties. Each Borrower hereby expressly waives and relinquishes any duty on the part of Administrative Agent and/or Lenders to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any other Borrower or any other Borrower’s property, whether now known or hereafter known by Administrative Agent and/or Lenders during the life of several obligors under this Agreement. If Administrative Agent or Upon payment by any LenderBorrower of any Obligations, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, Administrative Agent or such Lender shall not be under any obligation to update any such information or to provide any such information to all rights of such Borrower or any other Person on any subsequent occasion. With respect to any of the obligations, Administrative Agent and/or Lenders need not inquire into the powers of any Borrower or the officers, employees or other Persons acting or purporting to act on such B▇▇▇▇▇▇▇’s behalf. (f) Each Borrower understands that the exercise by Administrative Agent and/or Lenders of certain rights and remedies may affect or eliminate such Borrower’s right of subrogation against any other Borrower and that such Borrower may therefore incur partially or totally nonreimbursable liability hereunder. Nevertheless, each Borrower hereby authorizes and empowers Administrative Agent, L▇▇▇▇▇▇ and their successors, endorsees and assigns, to exercise in its or their sole discretion (but subject to the terms arising as a result thereof by way of the Loan Documents), any rights and remedies, or any combination thereof, which may then be available, it being the purpose and intent of such Borrower that the obligations hereunder shall be absolute, continuing, independent and unconditional until fully satisfied. Notwithstanding any other provision of the Loan Documents to the contrary, until all obligations have been repaid, each Borrower hereby subordinates any claim or other rights which such Borrower may now have or hereafter acquire against any other Borrower of all or any of the obligations of such Borrower hereunder that arise from the existence or performance of such Borrower’s obligations under this Agreement or any of the other Loan Documents, including any right of subrogation, contribution, reimbursement, exoneration, contribution indemnity or indemnification, any otherwise shall in all respects be subordinate and junior in right of payment to participate the prior payment in any claim or remedy of Administrative Agent and Lenders against any other Borrower or any collateral which Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from any other Borrower, directly or indirectly, full in cash or other property or by setoff or in of all the Obligations and the termination of any other manner, payment or security obligations of Bank to any Borrower under any Loan Document. If any amount shall erroneously be paid to any Borrower on account of such claim or other rights. (g) Intentionally Omitted. (h) Without limiting the foregoing waivers and release contained in this Section 13.23: (i) Each Borrower subordinates all present such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Borrower, such amount shall be held in trust for the benefit of the Bank and future indebtedness owing by any other Borrower to such Borrower shall forthwith be paid to the obligations at any time owing by any other Borrower Bank to Administrative Agent and Lenders under be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the other Loan Documents. (iie) Each Borrower hereby agrees to make keep each other Borrower fully apprised at all times as to the status of its business, affairs, finances, and financial condition, and its ability to perform its Obligations under the Loan Documents, and in particular as to any adverse developments with respect thereto. Each Borrower hereby agrees to undertake to keep itself apprised at all times as to the status of the business, affairs, finances, and financial condition of each other Borrower, and of the ability of each other Borrower to perform its Obligations under the Loan Documents, and in particular as to any adverse developments with respect to any thereof. Each Borrower hereby agrees, in light of the foregoing mutual covenants to inform each other, and to keep themselves and each other informed as to such matters, that the Bank shall have no claim on such indebtedness until all obligations duty to inform any Borrower of any information pertaining to the business, affairs, finances, or financial condition of any other Borrower, or pertaining to the ability of any other Borrower to perform its Obligations under this Agreement the Loan Documents, even if such information is adverse, and even if such information might influence the decision of one or more of the Borrower to continue to be jointly and severally liable for, or to provide Collateral for, the Obligations of one or more of each other Loan Documents have been fully discharged. (iii) Each Borrower. To the fullest extent permitted by applicable law, each Borrower further agrees not hereby expressly waives any duty by the Bank to assign all or inform any part Borrower of any such indebtedness unless Administrative Agent is given prior notice and such assignment is expressly made subject to the terms of this Agreement and the other Loan Documents. Each Borrower acknowledges that: (a) the obligations under the Loan Documents are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Administrative Agent’s and Lenders’ consideration for entering into these transactions, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by each Borrower of all such defenses, and each Borrower has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, each Borrower does hereby represent and confirm to Administrative Agent and Lenders that each Borrower is fully informed regarding, and thoroughly understands: (i) the nature of all such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Borrower, and (iv) the legal consequences to Borrower of waiving such defenses. Each Borrower acknowledges that all of the informed waivers herein shall be fully enforceable by Administrative Agent and/or Lenders, and that Administrative Agent and Lenders are induced to enter into this transaction in material reliance upon the presumed full enforceability thereof. If any of the waivers or consents set forth herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by lawinformation.

Co Borrower Provisions. Each Borrower acknowledges and agrees that it shall be jointly and severally liable for the Loan and all other obligations arising under this Agreement and/or any of the other Loan Documents. In furtherance thereof, each Borrower acknowledges and agrees as follows: (a) For the purpose of implementing the joint borrower provisions of the Loan Documents, each Borrower hereby irrevocably appoints each other Borrower as its agent and attorney-in-fact for all purposes of the Loan Documents, including the giving and receiving of notices and other communications, and Administrative Agent and Lenders shall be entitled to rely on requests and instructions of any Borrower. (b) To induce Lenders to make the Loan, and in consideration thereof, each Borrower hereby agrees to indemnify Administrative Agent, L▇▇▇▇▇▇▇, and the other Indemnified Parties against, and hold Administrative Agent, Lenders and the other Indemnified Parties harmless from, any and all out of pocket liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Administrative Agent and/or Lenders by any Borrower or by any other Person arising from or incurred by reason of reliance by Administrative Agent and/or Lenders on any requests or instructions from any Borrower. (c) Each Borrower acknowledges that the liens and security interests created or granted herein and by the other Loan Documents will secure the obligations of each Borrower under the Loan Documents and, in full recognition of that fact, each Borrower consents and agrees that Administrative Agent and/or Lenders may, at any time and from time to time, without notice or demand, and without affecting the enforceability or security hereof or of any other Loan Document: (i) agree with any Borrower to supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) agree with any Borrower to supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations or any part thereof; (iv) accept partial payments on the obligations; (v) receive and hold additional security or guaranties for the obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any security for or guaranties of the obligations, and apply any security and direct the order or manner of sale thereof as Administrative Agent, in its sole and absolute discretion, may determine; (vii) release any Person or any guarantor from any personal liability with respect to the obligations or any part thereof; or (viii) settle, release on terms satisfactory to Administrative Agent or by operation of Applicable Laws applicable laws or otherwise liquidate or enforce any obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any such security and bid and purchase at any sale; and consent to the merger, change or any other restructuring or termination of the corporate existence of any Borrower or any other Person, and correspondingly restructure the obligations of such Borrower or other Person, and any such merger, change, restructuring or termination shall not affect the liability of any BorrowerBorrower or the continuing existence of any lien or security interest hereunder, under any other Loan Document to which any Borrower is a party or the enforceability hereof or thereof with respect to all or any part of the obligations. (d) Upon the occurrence of and during the continuance of any Event of Default, Administrative Agent may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy or security Administrative Agent and/or Lenders at any time may have or hold in connection with the obligations, and in collecting on the Loan it shall not be necessary for Administrative Agent to marshal assets in favor of any Borrower or any other Person or to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this Agreement and the other Loan Documents. Each Borrower expressly waives any right to require Administrative Agent and/or Lenders, in connection with Administrative Agent’s and/or L▇▇▇▇▇▇Lenders’ efforts to obtain repayment of the Loan and other obligations, to marshal assets in favor of any Borrower or any other Person or to proceed against any other Person or any collateral provided by any other Person, and agrees that Administrative Agent and/or Lenders may proceed against any Persons and/or collateral in such order as it shall determine in its sole and absolute discretion in connection with Administrative Agent’s efforts to obtain repayment of the Loan and other obligations. Administrative Agent may file a separate action or actions against each Borrower to enforce the obligations, whether action is brought or prosecuted with respect to any other security or against any other Person, or whether any other Person is joined in any such action or actions. Each Borrower agrees that Administrative Agent, Lenders, each other Borrower and/or any other Person may deal with Administrative Agent and Lenders in connection with the obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them or between any Borrower and/or any other Person, in any manner whatsoever, all without in any way altering or affecting the security of this Agreement or the other Loan Documents. The rights of Administrative Agent and/or Lenders hereunder and under the other Loan Documents shall be reinstated and revived, and the enforceability of this Agreement and the other Loan Documents shall continue, with respect to any amount at any time paid on account of the obligations thereunder which thereafter shall be required to be restored or returned by Administrative Agent and/or Lenders as a result of the bankruptcy, insolvency or reorganization of any Borrower or any other Person, or otherwise, all as though such amount had not been paid. The enforceability of this Agreement and the other Loan Documents at all times shall remain effective in accordance with their terms as to any remaining party even though any or all obligations, or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower or any other Person and whether or not any Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives any and all defenses to the enforcement of its obligations under the Loan Documents now or hereafter arising or asserted by reason of: (i) any disability or other defense of any other Borrower or any other Person with respect to the obligations; (ii) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any principal thereof or any defect in the formation of any Borrower or any such principal; (iii) any defense based upon the application by any Borrower of the proceeds of the Loan for purposes other than the purposes permitted under this Agreement or any other Loan Document; (iv) any and all rights and defenses arising out of an election of remedies by Administrative Agent and/or Lenders; (v) any defense based upon Administrative Agent and/or Lender’s failure to disclose any information concerning any other Borrower’s financial condition or any other circumstances bearing on any other Borrower’s ability to pay all sums payable under the Notes or any of the other Loan Documents; (vi) the unenforceability or invalidity of any security or guaranty for the obligations or the lack of perfection or continuing perfection or failure of priority of any security for the obligations; (vii) the cessation for any cause whatsoever of the liability of any other Borrower or any other Person (other than by reason of the full and final payment and performance of all obligations); (viii) [intentionally omitted]any failure of Administrative Agent and/or Lenders to marshal assets in favor of any Borrower or any other Person; (ix) [intentionally omitted]any failure of Administrative Agent and/or Lenders to give notice of sale or other disposition of any Collateral for the obligations to any Borrower or to any other Person or any defect in any notice that may be given in connection with any such sale or disposition; (x) [intentionally omitted]any failure of Administrative Agent and/or Lenders to comply in any non-material respect with applicable laws in connection with the sale or other disposition of any Collateral or other security for any obligation; (xi) any act or omission of Administrative Agent and/or Lenders or others that directly or indirectly results in or aids the discharge or release of any other Borrower or of any other Person or of any of the obligations or any other security or guaranty therefor by operation of law or otherwise; (xii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (xiii) any right to enforce any remedy which Administrative Agent and/or Lenders may have against any other BorrowerBorrower and any right to participate in, or benefit from, any security for the Note or the other Loan Documents now or hereafter held by Administrative Agent and/or Lenders; (xiv) the benefit of any statute of limitations affecting the liability of each Borrower or the enforcement hereof; (xv) any failure of Administrative Agent and/or Lenders to file or enforce a claim in any bankruptcy proceeding with respect to any Person; (xvi) the election by Administrative Agent and/or Lenders, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xvii) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code except to the extent otherwise provided in this Agreement; (xviii) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (xix) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xx) [intentionally omitted]the avoidance of any lien or security interest in favor of Administrative Agent securing the obligations for any reason; or (xxi) any bankruptcy proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the obligations (or any interest thereon) in or as a result of any such proceeding. (e) Each Borrower represents and warrants to Administrative Agent and Lenders that it has established adequate means of obtaining from each other Borrower, on a continuing basis, financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise) and their respective properties, and each now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other and their respective properties. Each Borrower hereby expressly waives and relinquishes any duty on the part of Administrative Agent and/or Lenders to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any other Borrower or any other Borrower’s property, whether now known or hereafter known by Administrative Agent and/or Lenders during the life of this Agreement. If Administrative Agent or any Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, Administrative Agent or such Lender shall not be under any obligation to update any such information or to provide any such information to such Borrower or any other Person on any subsequent occasion. With respect to any of the obligations, Administrative Agent and/or Lenders need not inquire into the powers of any Borrower or the officers, employees or other Persons acting or purporting to act on such B▇▇▇▇▇▇▇▇’s behalf. (f) Each Borrower understands that the exercise by Administrative Agent and/or Lenders of certain rights and remedies may affect or eliminate such Borrower’s right of subrogation against any other Borrower and that such Borrower may therefore incur partially or totally nonreimbursable liability hereunder. Nevertheless, each Borrower hereby authorizes and empowers Administrative Agent, L▇▇▇▇▇▇▇ and their successors, endorsees and assigns, to exercise in its or their sole discretion (but subject to the terms of the Loan Documents), any rights and remedies, or any combination thereof, which may then be available, it being the purpose and intent of such Borrower that the obligations hereunder shall be absolute, continuing, independent and unconditional until fully satisfied. Notwithstanding any other provision of the Loan Documents to the contrary, until all obligations have been repaidrepaid and each Mortgage has been released or reconveyed, each Borrower hereby subordinates waives and releases any claim or other rights which such Borrower may now have or hereafter acquire against any other Borrower of all or any of the obligations of such Borrower hereunder that arise from the existence or performance of such Borrower’s obligations under this Agreement or any of the other Loan Documents, including any right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy of Administrative Agent and Lenders against any other Borrower or any collateral which Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from any other Borrower, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights. (g) Intentionally OmittedWithout limiting the foregoing, or anything else contained in this Agreement, each Borrower waives all rights and defenses that it may have because the obligations are secured by real property. This means, among other things: (i) Administrative Agent and/or Lenders may collect on the Loan obligations from any Borrower without first foreclosing on any real or personal property collateral pledged by any other Borrower; and (ii) If Administrative Agent and/or Lenders foreclose on any real property collateral pledged by any Borrower for the Loan obligations: (A) the amount of the indebtedness owed by any other Borrower hereunder may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) Administrative Agent and Lenders may collect from any Borrower even if Administrative Agent and/or Lenders, by foreclosing on the real property collateral, has destroyed any right any Borrower may have to collect from any other Borrower. (iii) The immediately preceding subparagraphs (i) and (ii) represent unconditional and irrevocable waivers of any rights and defenses each Borrower may have because the obligations are secured by real property. (h) Without limiting the foregoing waivers and release contained in this Section 13.23: (i) Each Borrower subordinates all present and future indebtedness owing by any other Borrower to such Borrower to the obligations at any time owing by any other Borrower to Administrative Agent and Lenders under this Agreement and the other Loan Documents. Each Borrower assigns all such indebtedness to Lender as security for the obligations. (ii) Each Borrower agrees to make no claim on such indebtedness until all obligations of any other Borrower under this Agreement and the other Loan Documents have been fully discharged. (iii) Each Borrower further agrees not to assign all or any part of any such indebtedness unless Administrative Agent is given prior notice and such assignment is expressly made subject to the terms of this Agreement and the other Loan Documents. Each Borrower acknowledges that: (a) the obligations under the Loan Documents are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Administrative Agent’s and Lenders’ consideration for entering into these transactions, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by each Borrower of all such defenses, and each Borrower has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, each Borrower does hereby represent and confirm to Administrative Agent and Lenders that each Borrower is fully informed regarding, and thoroughly understands: (i) the nature of all such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Borrower, and (iv) the legal consequences to Borrower of waiving such defenses. Each Borrower acknowledges that all of the informed waivers herein shall be fully enforceable by Administrative Agent and/or Lenders, and that Administrative Agent and Lenders are induced to enter into this transaction in material reliance upon the presumed full enforceability thereof. If any of the waivers or consents set forth herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.u

Co Borrower Provisions. (a) Each Borrower acknowledges hereby absolutely and unconditionally guarantees to Lender, the prompt payment and performance when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Obligations, including, without limitation, all costs, fees and expenses including, without limitation, all court costs and attorneys' and paralegals' fees and expenses paid or incurred by Lender in endeavoring to collect all or any part of the Obligations from, or in prosecuting any action against, any Borrower or any other Loan Party. Each Borrower hereby agrees that it shall be is jointly and severally liable for the Loan and all other obligations arising under this Agreement and/or any of the other Loan Documents. In furtherance thereof, each Borrower acknowledges Obligations as a primary obligor and agrees not merely as follows: (a) For the purpose of implementing the joint borrower provisions of the Loan Documents, each Borrower hereby irrevocably appoints each other Borrower as its agent and attorney-in-fact for all purposes of the Loan Documents, including the giving and receiving of notices and other communications, and Administrative Agent and Lenders shall be entitled to rely on requests and instructions of any Borrower. (b) To induce Lenders to make the Loan, and in consideration thereof, each Borrower hereby agrees to indemnify Administrative Agent, L▇▇▇▇▇▇, and the other Indemnified Parties against, and hold Administrative Agent, Lenders and the other Indemnified Parties harmless from, any and all out of pocket liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Administrative Agent and/or Lenders by any Borrower or by any other Person arising from or incurred by reason of reliance by Administrative Agent and/or Lenders on any requests or instructions from any Borrower. (c) Each Borrower consents and agrees that Administrative Agent and/or Lenders may, at any time and from time to time, without notice or demand: (i) agree with any Borrower to supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) agree with any Borrower to supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations or any part thereof; (iv) accept partial payments on the obligations; (v) receive guaranties for the obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any guaranties of the obligations; (vii) release any Person or any guarantor from any personal liability with respect to the obligations or any part thereof; or (viii) settle, release on terms satisfactory to Administrative Agent or by operation of Applicable Laws or otherwise liquidate or enforce any obligations and any guaranty thereof in any manner; and consent to the merger, change or any other restructuring or termination of the corporate existence of any Borrower or any other Person, and correspondingly restructure the obligations of such Borrower or other Person, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower. (d) Upon the occurrence of and during the continuance of any Event of Default, Administrative Agent may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy Administrative Agent and/or Lenders at any time may have or hold in connection with the obligationssurety. Each Borrower expressly further agrees that the Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. The guaranty provided hereunder is a guaranty of payment and not of collection. Each Borrower waives any right to require Administrative Agent and/or Lenders, in connection with Administrative Agent’s and/or LLender to ▇▇▇▇▇▇’ efforts to obtain repayment of the Loan and other obligations, to proceed against any other Person, and agrees that Administrative Agent and/or Lenders may proceed against any Persons in such order as it shall determine in its sole and absolute discretion in connection with Administrative Agent’s efforts to obtain repayment of the Loan and other obligations. Administrative Agent may file a separate action or actions against each Borrower to enforce the obligations, whether action is brought or prosecuted against any other Person, or whether any other Person is joined in any such action or actions. Each Borrower agrees that Administrative Agent, Lenders, each other Borrower and/or any other Person may deal with Administrative Agent and Lenders in connection with the obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them or between any Borrower and/or any other Person, in any manner whatsoever. The rights of Administrative Agent and/or Lenders hereunder and under the other Loan Documents shall be reinstated and revived, and the enforceability of this Agreement and the other Loan Documents shall continue, with respect to any amount at any time paid on account of the obligations thereunder which thereafter shall be required to be restored or returned by Administrative Agent and/or Lenders as a result of the bankruptcy, insolvency or reorganization of any Borrower or any other Person, or otherwise, all as though such amount had not been paid. The enforceability of this Agreement and the other Loan Documents at all times shall remain effective in accordance with their terms as to any remaining party even though any or all obligations, or any other guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower or any other Person and whether or not any Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives any and all defenses to the enforcement of its obligations under the Loan Documents now or hereafter arising or asserted by reason of: (i) any disability or other defense of ▇ any other Borrower or any other Person with respect to the obligations; (ii) any defense based upon any lack of authority of the officersLoan Party, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any principal thereof or any defect in the formation of any Borrower or any such principal; (iii) any defense based upon the application by any Borrower of the proceeds of the Loan for purposes other than the purposes permitted under this Agreement or any other Loan Document; (iv) any and all rights and defenses arising out of an election of remedies by Administrative Agent and/or Lenders; (v) any defense based upon Administrative Agent and/or Lender’s failure to disclose any information concerning any other Borrower’s financial condition or any other circumstances bearing on any other Borrower’s ability to pay all sums payable under the Notes or any of the other Loan Documents; (vi) the unenforceability or invalidity of any guaranty for the obligations; (vii) the cessation for any cause whatsoever of the liability of any other Borrower or any other Person (other than by reason of the full and final payment and performance of all obligations); (viii) [intentionally omitted]; (ix) [intentionally omitted]; (x) [intentionally omitted]; (xi) any act or omission of Administrative Agent and/or Lenders or others that directly or indirectly results in or aids the discharge or release of any other Borrower or of any other Person or of any of the obligations or any guaranty therefor by operation of law or otherwise; (xii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (xiii) any right otherwise to enforce any remedy which Administrative Agent and/or Lenders may have its payment against any other Borrower; (xiv) the benefit of any statute of limitations affecting the liability of each Borrower or the enforcement hereof; (xv) any failure of Administrative Agent and/or Lenders to file or enforce a claim in any bankruptcy proceeding with respect to any Person; (xvi) the election by Administrative Agent and/or Lenders, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xvii) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code except to the extent otherwise provided in this Agreement; (xviii) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (xix) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xx) [intentionally omitted]; or (xxi) any bankruptcy proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, securing all or any part of the obligations (or any interest thereon) in or as a result of any such proceeding. (e) Each Borrower represents and warrants to Administrative Agent and Lenders that it has established adequate means of obtaining from each other Borrower, on a continuing basis, financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise) and their respective properties, and each now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other and their respective propertiesObligations. Each Borrower hereby expressly waives is jointly and relinquishes any duty on the part of Administrative Agent and/or Lenders severally liable for all amounts due to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any other Borrower or any other Borrower’s property, whether now known or hereafter known by Administrative Agent and/or Lenders during the life of this Agreement. If Administrative Agent or any Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, Administrative Agent or such Lender shall not be under any obligation to update any such information or to provide any such information to such Borrower or any other Person on any subsequent occasion. With respect to any of the obligations, Administrative Agent and/or Lenders need not inquire into the powers of any Borrower or the officers, employees or other Persons acting or purporting to act on such B▇▇▇▇▇▇▇’s behalf. (f) Each Borrower understands that the exercise by Administrative Agent and/or Lenders of certain rights and remedies may affect or eliminate such Borrower’s right of subrogation against any other Borrower and that such Borrower may therefore incur partially or totally nonreimbursable liability hereunder. Nevertheless, each Borrower hereby authorizes and empowers Administrative Agent, L▇▇▇▇▇▇ and their successors, endorsees and assigns, to exercise in its or their sole discretion (but subject to the terms of the Loan Documents), any rights and remedies, or any combination thereof, which may then be available, it being the purpose and intent of such Borrower that the obligations hereunder shall be absolute, continuing, independent and unconditional until fully satisfied. Notwithstanding any other provision of the Loan Documents to the contrary, until all obligations have been repaid, each Borrower hereby subordinates any claim or other rights which such Borrower may now have or hereafter acquire against any other Borrower of all or any of the obligations of such Borrower hereunder that arise from the existence or performance of such Borrower’s obligations under this Agreement or any of the other Loan Documents, including any right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy of Administrative Agent and Lenders against any other Borrower or any collateral which Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from any other Borrower, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights. (g) Intentionally Omitted. (h) Without limiting the foregoing waivers and release contained in this Section 13.23: (i) Each Borrower subordinates all present and future indebtedness owing by any other Borrower to such Borrower to the obligations at any time owing by any other Borrower to Administrative Agent and Lenders under this Agreement and the other Loan Documents, regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower acknowledges that Loans and/or any Letter of Credit may be issued to any one or more Borrowers and that each Borrower is jointly and severally liable for such Loans and/or any Letter of Credit issued by Lender. (iib) Lender shall not be required or obligated to take any of the following action prior to pursuing any rights or remedies Lender may have against any Borrower: (1) take any action to collect from, or to file any claim of any kind against, any other Borrower, any guarantor, or any other person or entity liable, jointly or severally, for the full and timely payment of any of the Obligations; (2) take any steps to protect, enforce, take possession of, perfect any interest in, foreclose or realize on any collateral or security, if any, securing the Obligations; or (3) in any other respect, exercise any diligence whatsoever in enforcing, collecting or attempting to collect any of the Obligations by any means. (c) Each Borrower agrees unconditionally and irrevocably waives each and every defense which would otherwise impair, restrict, diminish or affect any of the Obligations. Without limiting the foregoing, Lender shall have the exclusive right from time to make no claim on such indebtedness until all obligations time without impairing, restricting, diminishing or affecting any of the Obligations, and without notice of any kind to all Borrowers, to (1) provide additional financial accommodations to Borrowers; (2) accept partial payments on the Obligations; (3) take and hold collateral or security to secure the Obligations, or take any other Borrower under this Agreement guaranty to secure the Obligations; (4) in its sole discretion, apply any such collateral or security, and direct the order or manner of sale thereof, and the other Loan Documents have been fully discharged. (iii) Each Borrower further agrees not to assign all or any part application of any such indebtedness unless Administrative Agent is given prior notice and such assignment is expressly made the proceeds thereof, subject to the terms of this Agreement and the Loan Documents; (5) release any guarantor or co-obligor of the Obligations; and (6) settle, release, compromise, collect or otherwise liquidate the Obligations or exchange, enforce, sell, lease, use, maintain, impair and release any collateral or security therefor in any manner, without affecting or impairing any of the Obligations hereunder. (d) Each Borrower hereby unconditionally waives (1) notice of any default by Borrowers in the full and prompt payment of the Obligations, and (2) presentment, notice of dishonor, protest, demand for payment and any other notices of any kind. (e) Each Borrower assumes full responsibility for keeping informed of (1) the financial condition of the other Borrowers; (2) the extent of the Obligations; and (3) all other circumstances bearing upon Borrowers or the risk of non-payment of the Obligations. Each Borrower agrees that Lender shall have no duty or obligation to advise, furnish or supply such Borrower of or with any information known to Lender, including, but not limited to, the financial condition of the other Borrowers, any other circumstances relating to non-payment of the Obligations or otherwise. If Lender, in its sole discretion, provides any advice or information to any Borrower, Lender shall be under no obligation to investigate the matters contained in such advice or information, or to correct such advice or information if Lender thereafter knows or should have known that such advice or information is misleading or untrue, in whole or in part, or to update or provide any other advice or information in the future. (f) Each Borrower acknowledges and agrees that it may have a right of indemnification, subrogation, contribution and reimbursement from the other Borrowers, Lender or any guarantor of the Obligations based upon its execution of this Agreement. Each Borrower understands the benefits of having such rights, including, but not limited to, (1) such Borrower's right to reimbursement from the other Borrowers of all monies expended for the payment of the Obligations; and (2) such Borrower's subrogation to the rights of Lender after payment of the Obligations. No Borrower shall exercise any such rights of indemnification, subrogation, contribution or reimbursement from the other Borrowers, Lender or any guarantor of the Obligations prior to the indefeasible payment and satisfaction in full to Lender of the Obligations. (g) Each Borrower appoints each other Borrower as its agent for all purposes relevant to this Agreement and the other Loan Documents, including, without limitation, the giving and receipt of notices and execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all of the Borrowers or any Borrower acting singly, shall be valid and effective if given or taken only by one Borrower, whether or not the other Borrowers join therein. (h) The successful operation and condition of each Borrower is dependent on the continued successful performance of the functions of the group of the Borrowers as a whole and the successful operation of each Borrower is dependent on the successful performance and operation of each other Borrower. Each Borrower acknowledges that: expects to derive benefit (a) the obligations under the Loan Documents are complex in natureand its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafterdirectly and indirectly, and (c) as part of Administrative Agent’s and Lenders’ consideration for entering into these transactions, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by each Borrower of all such defenses, and each Borrower has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, each Borrower does hereby represent and confirm to Administrative Agent and Lenders that each Borrower is fully informed regarding, and thoroughly understands: (i) successful operations of each of the nature of all such possible defenses, other Borrowers and (ii) the circumstances under which credit extended by the Lender to the Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Borrower has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such defenses may ariseBorrower is within its purpose, (iii) the benefits which will be of direct and indirect benefit to such defenses might confer upon Borrower, and (iv) the legal consequences to Borrower of waiving such defenses. Each Borrower acknowledges that all of the informed waivers herein shall be fully enforceable by Administrative Agent and/or Lenders, and that Administrative Agent and Lenders are induced to enter into this transaction is in material reliance upon the presumed full enforceability thereof. If any of the waivers or consents set forth herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by lawits best interest.

Co Borrower Provisions. Each Borrower acknowledges and agrees that it shall be jointly and severally liable for the Loan and all other obligations arising under this Agreement and/or any of the other Loan Documents. In furtherance thereof, each Borrower acknowledges and agrees as follows: (a) For the purpose of implementing The Obligations are the joint borrower provisions and several obligation of each Borrower. To the Loan Documentsfullest extent permitted by applicable law, the obligations of each Borrower hereby irrevocably appoints each other Borrower as its agent and attorney-in-fact for all purposes of the Loan Documents, including the giving and receiving of notices and other communications, and Administrative Agent and Lenders hereunder shall not be entitled to rely on requests and instructions of any Borrower. (b) To induce Lenders to make the Loan, and in consideration thereof, each Borrower hereby agrees to indemnify Administrative Agent, L▇▇▇▇▇▇, and the other Indemnified Parties against, and hold Administrative Agent, Lenders and the other Indemnified Parties harmless from, any and all out of pocket liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Administrative Agent and/or Lenders affected by any Borrower or by any other Person arising from or incurred by reason of reliance by Administrative Agent and/or Lenders on any requests or instructions from any Borrower. (c) Each Borrower consents and agrees that Administrative Agent and/or Lenders may, at any time and from time to time, without notice or demand: (i) agree with the failure of Bank to assert any Borrower claim or demand or to supplement, modify, amend, extend, renew, accelerate, enforce or otherwise change the time for payment or the terms of the obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) agree with any Borrower to supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations or any part thereof; (iv) accept partial payments on the obligations; (v) receive guaranties for the obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any guaranties of the obligations; (vii) release any Person or any guarantor from any personal liability with respect to the obligations or any part thereof; or (viii) settle, release on terms satisfactory to Administrative Agent or by operation of Applicable Laws or otherwise liquidate or enforce any obligations and any guaranty thereof in any manner; and consent to the merger, change or any other restructuring or termination of the corporate existence of any Borrower or any other Person, and correspondingly restructure the obligations of such Borrower or other Person, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower. (d) Upon the occurrence of and during the continuance of any Event of Default, Administrative Agent may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy Administrative Agent and/or Lenders at any time may have or hold in connection with the obligations. Each Borrower expressly waives exercise any right to require Administrative Agent and/or Lenders, in connection with Administrative Agent’s and/or L▇▇▇▇▇▇’ efforts to obtain repayment of the Loan and other obligations, to proceed or remedy against any other PersonBorrower under the provisions of this Agreement, and agrees that Administrative Agent and/or Lenders may proceed against any Persons in such order as it shall determine in its sole and absolute discretion in connection with Administrative Agent’s efforts to obtain repayment of the Loan and other obligations. Administrative Agent may file a separate action or actions against each Borrower to enforce the obligations, whether action is brought or prosecuted against any other PersonLoan Document or under applicable law, or whether any other Person is joined in any such action or actions. Each Borrower agrees that Administrative Agent, Lenders, each other Borrower and/or any other Person may deal with Administrative Agent and Lenders in connection with the obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them or between any Borrower and/or any other Person, in any manner whatsoever. The rights of Administrative Agent and/or Lenders hereunder and under the other Loan Documents shall be reinstated and revived, and the enforceability of this Agreement and the other Loan Documents shall continue, with respect to any amount at any time paid on account of the obligations thereunder which thereafter shall be required to be restored or returned by Administrative Agent and/or Lenders as a result of the bankruptcy, insolvency or reorganization of any Borrower or any other Person, or otherwise, all as though such amount had not been paid. The enforceability of this Agreement and the other Loan Documents at all times shall remain effective in accordance with their terms as to any remaining party even though any or all obligations, or any other guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower or any other Person and whether or not any Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives any and all defenses to the enforcement of its obligations under the Loan Documents now or hereafter arising or asserted by reason of: (i) any disability or other defense of any other Borrower or any other Person with respect to the obligations; (ii) any defense based upon any lack of authority of the officersrescission, directorswaiver, partners amendment or agents acting or purporting to act on behalf of any other Borrower modification of, or any principal thereof or any defect in the formation release of any Borrower or from, any such principal; (iii) any defense based upon the application by any Borrower of the proceeds of the Loan for purposes other than the purposes permitted under terms or provisions of, this Agreement or any other Loan Document; , or (iviii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of the Bank. (b) The obligations of each Borrower to pay the Obligations in full hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full in cash of the Obligations after the termination of any obligation of Bank to any Borrower under any Loan Document), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected by the failure of the Bank to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Borrower or that would otherwise operate as a discharge of any Borrower as a matter of law or equity (other than the payment in full in cash of all rights and defenses the Obligations after termination of any obligation of Bank to any Borrower under any Loan Document). 42 (c) To the fullest extent permitted by applicable law, other than mandatory counterclaims, each Borrower waives any defense based on or arising out of an election of remedies by Administrative Agent and/or Lenders; (v) any defense based upon Administrative Agent and/or Lender’s failure to disclose any information concerning of any other Borrower’s financial condition Borrower or the unenforceability of the Obligations or any other circumstances bearing on part thereof from any other Borrower’s ability to pay all sums payable under the Notes cause, or any of the other Loan Documents; (vi) the unenforceability or invalidity of any guaranty for the obligations; (vii) the cessation for from any cause whatsoever of the liability of any other Borrower, other than the payment in full in cash of all the Obligations after the termination of any obligation of Bank to any Borrower under any Loan Document. The Bank may, at its election, foreclose on any security held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other Person (accommodation with any Borrower, or exercise any other than by reason right or remedy available to it against any Borrower, without affecting or impairing in any way the liability of any Borrower hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and performed in full after the termination of any obligation of the full and final payment and performance of all obligations); (viii) [intentionally omitted]; (ix) [intentionally omitted]; (x) [intentionally omitted]; (xi) Bank to any act or omission of Administrative Agent and/or Lenders or others that directly or indirectly results in or aids the discharge or release Borrower under any Loan Document. Pursuant to applicable law, each Borrower waives any defense arising out of any other Borrower such election even though such election operates, pursuant to applicable law, to impair or of any other Person or of any of the obligations or any guaranty therefor by operation of law or otherwise; (xii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (xiii) extinguish any right to enforce any of reimbursement or subrogation or other right or remedy which Administrative Agent and/or Lenders may have of such Borrower against any other Borrower; (xiv) , as the benefit of any statute of limitations affecting the liability of each Borrower or the enforcement hereof; (xv) any failure of Administrative Agent and/or Lenders to file or enforce a claim in any bankruptcy proceeding with respect to any Person; (xvi) the election by Administrative Agent and/or Lenders, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xvii) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code except to the extent otherwise provided in this Agreement; (xviii) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (xix) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xx) [intentionally omitted]; or (xxi) any bankruptcy proceeding commenced by or against any Person, including any discharge ofcase may be, or bar or stay against collecting, all or any of the obligations (or any interest thereon) in or as a result of any such proceedingsecurity. (ed) Each Except as otherwise specifically provided herein, each Borrower represents is obligated to repay the Obligations as joint and warrants to Administrative Agent and Lenders that it has established adequate means of obtaining from each other Borrower, on a continuing basis, financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise) and their respective properties, and each now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other and their respective properties. Each Borrower hereby expressly waives and relinquishes any duty on the part of Administrative Agent and/or Lenders to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any other Borrower or any other Borrower’s property, whether now known or hereafter known by Administrative Agent and/or Lenders during the life of several obligors under this Agreement. If Administrative Agent or Upon payment by any LenderBorrower of any Obligations, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, Administrative Agent or such Lender shall not be under any obligation to update any such information or to provide any such information to all rights of such Borrower or any other Person on any subsequent occasion. With respect to any of the obligations, Administrative Agent and/or Lenders need not inquire into the powers of any Borrower or the officers, employees or other Persons acting or purporting to act on such B▇▇▇▇▇▇▇’s behalf. (f) Each Borrower understands that the exercise by Administrative Agent and/or Lenders of certain rights and remedies may affect or eliminate such Borrower’s right of subrogation against any other Borrower and that such Borrower may therefore incur partially or totally nonreimbursable liability hereunder. Nevertheless, each Borrower hereby authorizes and empowers Administrative Agent, L▇▇▇▇▇▇ and their successors, endorsees and assigns, to exercise in its or their sole discretion (but subject to the terms arising as a result thereof by way of the Loan Documents), any rights and remedies, or any combination thereof, which may then be available, it being the purpose and intent of such Borrower that the obligations hereunder shall be absolute, continuing, independent and unconditional until fully satisfied. Notwithstanding any other provision of the Loan Documents to the contrary, until all obligations have been repaid, each Borrower hereby subordinates any claim or other rights which such Borrower may now have or hereafter acquire against any other Borrower of all or any of the obligations of such Borrower hereunder that arise from the existence or performance of such Borrower’s obligations under this Agreement or any of the other Loan Documents, including any right of subrogation, contribution, reimbursement, exoneration, contribution indemnity or indemnification, any otherwise shall in all respects be subordinate and junior in right of payment to participate the prior payment in any claim or remedy of Administrative Agent and Lenders against any other Borrower or any collateral which Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from any other Borrower, directly or indirectly, full in cash or other property or by setoff or in of all the Obligations and the termination of any other manner, payment or security obligations of Bank to any Borrower under any Loan Document. If any amount shall erroneously be paid to any Borrower on account of such claim or other rights. (g) Intentionally Omitted. (h) Without limiting the foregoing waivers and release contained in this Section 13.23: (i) Each Borrower subordinates all present such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Borrower, such amount shall be held in trust for the benefit of the Bank and future indebtedness owing by any other Borrower to such Borrower shall forthwith be paid to the obligations at any time owing by any other Borrower Bank to Administrative Agent and Lenders under be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the other Loan Documents. (iie) Each Borrower hereby agrees to make keep each other Borrower fully apprised at all times as to the status of its business, affairs, finances, and financial condition, and its ability to perform its Obligations under the Loan Documents, and in particular as to any adverse developments with respect thereto. Each Borrower hereby agrees to undertake to keep itself apprised at all times as to the status of the business, affairs, finances, and financial condition of each other Borrower, and of the ability of each other Borrower to perform its Obligations under the Loan Documents, and in particular as to any adverse developments with respect to any thereof. Each Borrower hereby agrees, in light of the foregoing mutual covenants to inform each other, and to keep themselves and each other informed as to such matters, that the Bank shall have no claim on such indebtedness until all obligations duty to inform any Borrower of any information pertaining to the business, affairs, finances, or financial condition of any other Borrower, or pertaining to the ability of any other Borrower to perform its Obligations under this Agreement the Loan Documents, even if such information is adverse, and even if such information might influence the decision of one or more of the Borrower to continue to be jointly and severally liable for, or to provide Collateral for, the Obligations of one or more of each other Loan Documents have been fully discharged. (iii) Each Borrower. To the fullest extent permitted by applicable law, each Borrower further agrees not hereby expressly waives any duty by the Bank to assign all or inform any part Borrower of any such indebtedness unless Administrative Agent is given prior notice and such assignment is expressly made subject to the terms of this Agreement and the other Loan Documentsinformation. Each Borrower acknowledges that: (a) the obligations under the Loan Documents are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Administrative Agent’s and Lenders’ consideration for entering into these transactions, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by each Borrower of all such defenses, and each Borrower has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, each Borrower does hereby represent and confirm to Administrative Agent and Lenders that each Borrower is fully informed regarding, and thoroughly understands: (i) the nature of all such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Borrower, and (iv) the legal consequences to Borrower of waiving such defenses. Each Borrower acknowledges that all of the informed waivers herein shall be fully enforceable by Administrative Agent and/or Lenders, and that Administrative Agent and Lenders are induced to enter into this transaction in material reliance upon the presumed full enforceability thereof. If any of the waivers or consents set forth herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.43

Co Borrower Provisions. Each For purposes of this Section 11.19, CSSE and SMV are referred to collectively, as the “Borrowers” and each as a “Borrower”. The Borrowers hereby acknowledge, understand, covenant and agree that: (i) the Borrowers are affiliates by common direct or indirect ownership, (ii) each Borrower acknowledges desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that Lender extend such a common credit facility on the terms provided in this Agreement and agrees that it shall in the other Loan Documents, (iv) Lender will be jointly lending against, and severally liable relying on a Lien upon, all of the collateral given as security for the Loan even though all of the proceeds of the Loan may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the advance of all of the proceeds of the Loan by Lender and all the availability of a single credit facility of a size greater than each could independently warrant, and (vi) no Borrower would be able to obtain the credit provided by Lender hereunder without the financial support provided by the other obligations arising Borrowers; and b. each of the Obligations of a Borrower hereunder shall be unconditional irrespective of: (i) the validity or enforceability of the Obligations of any other Borrower under this Agreement and/or or any of the other Loan Documents. In furtherance thereof, each Borrower acknowledges and agrees as follows: (a) For the purpose of implementing the joint borrower provisions of the Loan Documents, each Borrower hereby irrevocably appoints each other Borrower as its agent and attorney-in-fact for all purposes of the Loan Documents, including the giving and receiving of notices and other communications, and Administrative Agent and Lenders shall be entitled to rely on requests and instructions of any Borrower. (b) To induce Lenders to make the Loan, and in consideration thereof, each Borrower hereby agrees to indemnify Administrative Agent, L▇▇▇▇▇▇, and the other Indemnified Parties against, and hold Administrative Agent, Lenders and the other Indemnified Parties harmless from, any and all out of pocket liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Administrative Agent and/or Lenders by any Borrower or by any other Person arising from or incurred by reason of reliance by Administrative Agent and/or Lenders on any requests or instructions from any Borrower. (c) Each Borrower consents and agrees that Administrative Agent and/or Lenders may, at any time and from time to time, without notice or demand: (i) agree with any Borrower to supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; ; (ii) agree with the absence of any Borrower attempt to supplement, modify, amend or waivecollect the Obligations from any other Borrower, or enter into any other security therefor, or give the absence of any agreementother action to enforce same; (iii) the waiver, approval consent, extension, forbearance, or consent granting of any indulgence by Lender with respect toto any of the terms, the obligations conditions, or any part thereof provisions of this Agreement or any of the other Loan Documents as against any other Borrower; (iv) the failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations with respect to any other Borrower; (v) Lender’s election in any proceeding instituted under the Bankruptcy Code of the application of Section 11.191(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 additional security portion of Lender’s claim(s) for the repayment of the Obligations from any other Borrower under Section 502 of the Bankruptcy Code; or guaranties, (viii) any other circumstances that might constitute a legal or equitable discharge or defense of any condition, covenant, default, remedy, right, representation other Borrower (other than the actual indefeasible payment in full in cash of the Obligations); and c. with respect to any Obligations of any Borrower arising as a result of the joint and several liability of the Borrowers for the Loan with respect to all advances or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative other extensions of credit made to any of the other Borrowers hereunder, each of the Borrowers hereby waives, until the Obligations shall have been indefeasibly repaid in full and this Agreement and the other Loan Documents or the obligations shall have been cancelled and terminated, any right to enforce any right of subrogation or any part thereof; (iv) accept partial payments on the obligations; (v) receive guaranties for the obligations remedy that Lender now has or may hereafter have against any other Borrower or any part thereof; (vi) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce endorser of all or any guaranties portion of the obligations; (vii) release any Person or any guarantor from any personal liability with respect to the obligations or any part thereof; or (viii) settleObligations, release on terms satisfactory to Administrative Agent or by operation of Applicable Laws or otherwise liquidate or enforce any obligations and any guaranty thereof in benefit of, and right to participate in, any manner; and consent security or collateral given to Lender to secure the merger, change repayment of the Obligations or any other restructuring liability or termination of the corporate existence obligation of any Borrower or any other Person, and correspondingly restructure the obligations of such Borrower or other Person, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower. (d) to Lender. Upon the occurrence of and during the continuance of any Event of Default, Administrative Agent Lender may enforce proceed directly and immediately, 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 entity or against any security or collateral for the Obligations, each Borrower hereby agreeing that Lender 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; and d. it is intended by the Borrowers and Lender that the terms, conditions, and provisions of this Agreement are severable, and that the other Loan Documents independently as to joint and several nature of the liability of each Borrower and independently for the Obligations not constitute a fraudulent conveyance under the Uniform Fraudulent Transfer Act, as in effect from time to time (hereinafter referred to as the “UFTA”), the Uniform Fraudulent Conveyance Act, as in effect from time to time (hereinafter referred to as the “UFCA”), or Section 548 of the Bankruptcy Code, or as a fraudulent conveyance or fraudulent transfer under the applicable provisions of any other remedy Administrative Agent and/or Lenders at state or federal bankruptcy, insolvency, fraudulent transfer or conveyance, liquidation, conservatorship, moratorium, rearrangement, receivership, reorganization, debtor relief, or other law affecting the rights of creditors generally (hereinafter collectively referred to as “Debtor Relief Laws”) and that, in any time may have action or hold proceeding involving any Debtor Relief Laws: (i) if any clause or provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision in this Agreement in any jurisdiction; and (ii) if all or any portion of (A) the Obligations or (B) any security interest in any collateral granted by any Borrower in favor or for the benefit of Lender in connection with the obligations. Each Obligations is held or determined to be void, invalid, or unenforceable against any Borrower expressly waives any right to require Administrative Agent and/or Lenders, in connection with Administrative Agent’s and/or L▇▇▇▇▇▇’ efforts to obtain repayment as a fraudulent conveyance or fraudulent transfer on account of or as a result of the Loan and other obligationsamount of such Borrower’s aggregate liability under the Loan, to proceed against then, notwithstanding any other Personterm, and agrees that Administrative Agent and/or Lenders may proceed against any Persons in such order as it shall determine in its sole and absolute discretion in connection with Administrative Agent’s efforts to obtain repayment condition, or provision of the Loan and other obligations. Administrative Agent may file a separate action this Agreement or actions against each Borrower to enforce the obligations, whether action is brought or prosecuted against any other PersonLoan Document to the contrary, the aggregate amount of such liability shall be, without any further action by Lender, the Borrowers, or whether any other Person person or entity, automatically limited and reduced to the highest amount which is joined valid and enforceable against such Borrower as determined in any such action or actions. Each proceeding to not constitute such a fraudulent conveyance or fraudulent transfer, which amount (without limiting the generality of the foregoing) may be an amount which is not greater than the greatest of: (A) the fair consideration actually received by such Borrower agrees that Administrative Agentunder the terms of and as a result of the Loan, Lendersincluding, each other Borrower and/or any other Person may deal without limiting the generality of the foregoing, and to the extent not inconsistent with Administrative Agent applicable federal and Lenders in connection state law affecting the enforceability of notes generally, distributions or advances made to one or more of the Borrowers with the obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any proceeds of them or between any Borrower and/or any other Person, the credit extended hereunder in any manner whatsoever. The rights of Administrative Agent and/or Lenders hereunder exchange for its execution and under the other Loan Documents shall be reinstated and revived, and the enforceability delivery of this Agreement and the other Loan Documents shall continueDocuments; or (B) the excess of (1) the amount of the fair saleable value of the assets of such Borrower as of the date of this Agreement as determined in accordance with applicable federal and state law governing determinations of the insolvency of debtors as in effect on the date thereof over (2) the amount of all liabilities of such Borrower as of the date of this Agreement, also as determined on the basis of applicable federal and state law governing the insolvency of debtors as in effect on the date thereof; or (C) the maximum amount of liability under the Loan which could be asserted against such Borrower hereunder without (1) rendering such Borrower “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the UFTA, or Section 2 of the UFCA, (2) leaving such Borrower with respect 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 (3) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA. e. if (i) any amount court of competent jurisdiction holds that the Borrowers are guarantors and not jointly and severally liable for the Loan or (ii) bankruptcy or reorganization proceedings at any time paid on account are instituted by or against any Borrower under any Debtor Relief Laws, each Borrower hereby: (A) until indefeasible payment in full in cash of the obligations thereunder which thereafter shall be required Obligations, hereby expressly and irrevocably waives, to be restored the fullest extent possible, on behalf of such Borrower, any and all rights at law or returned by Administrative Agent and/or Lenders 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 or entity, and that such Borrower may have or hereafter acquire against any person or entity in connection with or as a result of the bankruptcysuch Borrower’s execution, insolvency or reorganization of any Borrower or any other Persondelivery, or otherwise, all as though such amount had not been paid. The enforceability and/or performance of this Agreement and the other Loan Documents at all times shall remain effective in accordance with their terms as to any remaining party even though any or all obligations, or any other guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower or any other Person and whether or not any Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives any and all defenses to the enforcement of its obligations under the Loan Documents now or hereafter arising or asserted by reason of: (i) any disability or other defense of any other Borrower or any other Person with respect to the obligations; (ii) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any principal thereof or any defect in the formation of any Borrower or any such principal; (iii) any defense based upon the application by any Borrower of the proceeds of the Loan for purposes other than the purposes permitted under this Agreement or any other Loan Document; (iv) any and all rights and defenses arising out of an election of remedies by Administrative Agent and/or Lenders; (v) any defense based upon Administrative Agent and/or Lender’s failure to disclose any information concerning any other Borrower’s financial condition or any other circumstances bearing on any other Borrower’s ability to pay all sums payable under the Notes or any of the other Loan Documents; (vi) the unenforceability or invalidity of any guaranty for the obligations; (vii) the cessation for any cause whatsoever of the liability of any other Documents to which such Borrower or any other Person (other than by reason of the full and final payment and performance of all obligations); (viii) [intentionally omitted]; (ix) [intentionally omitted]; (x) [intentionally omitted]; (xi) any act or omission of Administrative Agent and/or Lenders or others that directly or indirectly results in or aids the discharge or release of any other Borrower or of any other Person or of any of the obligations or any guaranty therefor by operation of law is a party or otherwise; (xiiB) expressly and irrevocably waives any law which provides that “claim” (as such term is defined in the obligation Bankruptcy Code) of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (xiii) any right to enforce any remedy which Administrative Agent and/or Lenders may have kind against any other Borrower; , and further agrees that it shall not have or assert any such rights against any person or entity (xiv) the benefit of including any statute of limitations affecting the liability of each Borrower surety), either directly or the enforcement hereof; (xv) any failure of Administrative Agent and/or Lenders to file or enforce a claim in any bankruptcy proceeding with respect as an attempted set off to any Person; (xvi) the election by Administrative Agent and/or Lenders, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xvii) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code except to the extent otherwise provided in this Agreement; (xviii) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (xix) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xx) [intentionally omitted]; or (xxi) any bankruptcy proceeding action commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the obligations (or any interest thereon) in or as a result of any such proceeding. (e) Each Borrower represents and warrants to Administrative Agent and Lenders that it has established adequate means of obtaining from each other Borrower, on a continuing basis, financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise) and their respective properties, and each now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other and their respective properties. Each Borrower hereby expressly waives and relinquishes any duty on the part of Administrative Agent and/or Lenders to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any other Borrower by Lender or any other Borrower’s property, whether now known person or hereafter known by Administrative Agent and/or Lenders during the life of entity; and (C) acknowledges and agrees (1) that this Agreement. If Administrative Agent or any Lender, in its sole discretion, undertakes at any time or from time waiver is intended to time to provide any such information to a Borrower, Administrative Agent or such benefit Lender and shall not be under any obligation to update any such information limit or to provide any such information to such Borrower or any other Person on any subsequent occasion. With respect to any of the obligations, Administrative Agent and/or Lenders need not inquire into the powers of any Borrower or the officers, employees or other Persons acting or purporting to act on such B▇▇▇▇▇▇▇’s behalf. (f) Each Borrower understands that the exercise by Administrative Agent and/or Lenders of certain rights and remedies may otherwise affect or eliminate such Borrower’s right liability hereunder or the enforceability of subrogation against any other Borrower and that such Borrower may therefore incur partially or totally nonreimbursable liability hereunder. Nevertheless, each Borrower hereby authorizes and empowers Administrative Agent, L▇▇▇▇▇▇ and their successors, endorsees and assigns, to exercise in its or their sole discretion (but subject to the terms of the Loan Documents), any rights and remedies, or any combination thereof, which may then be available, it being the purpose and intent of such Borrower that the obligations hereunder shall be absolute, continuing, independent and unconditional until fully satisfied. Notwithstanding any other provision of the Loan Documents to the contrary, until all obligations have been repaid, each Borrower hereby subordinates any claim or other rights which such Borrower may now have or hereafter acquire against any other Borrower of all or any of the obligations of such Borrower hereunder that arise from the existence or performance of such Borrower’s obligations under this Agreement or any of the other Loan Documents, including and (2) that Lender and its successors and assigns are intended beneficiaries of this waiver, and the agreements set forth in this Section 11.19 and their rights under this Section 11.19 shall survive payment in full of the Obligations; and f. in the event the obligations of any right Borrower in connection with the Loan or any of subrogationthe other Loan Documents are held or determined to be void, reimbursementinvalid, exonerationor unenforceable, contribution in whole or indemnificationin part, such holding or determination shall not impair or affect (i) the validity and enforceability of this Agreement or any right to participate in any claim of the other Loan Documents or remedy of Administrative Agent and Lenders the Obligations against any other Borrower or any collateral obligor, which Administrative Agent now has validity and enforceability shall continue in full force and effect in accordance with the terms hereof; or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from any other Borrower, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights. (g) Intentionally Omitted. (h) Without limiting the foregoing waivers and release contained in this Section 13.23: (i) Each Borrower subordinates all present and future indebtedness owing by any other Borrower to such Borrower to the obligations at any time owing by any other Borrower to Administrative Agent and Lenders under this Agreement and the other Loan Documents. (ii) Each Borrower agrees to make no claim on such indebtedness until all obligations the validity and enforceability of any other Borrower under clause or provision not so held to be void, invalid or unenforceable as against the Borrowers; and g. to the extent that any payment to, or realization by, Lender on the Obligations exceeds the limitations of this Section 11.19 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 and the other Loan Documents have been fully discharged. (iii) Each Borrower further agrees not to assign as limited shall in all or any part of any such indebtedness unless Administrative Agent is given prior notice events remain in full force and such assignment is expressly made subject to the terms of this Agreement effect and the other Loan Documents. Each Borrower acknowledges that: (a) the obligations under the Loan Documents are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Administrative Agent’s and Lenders’ consideration for entering into these transactions, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by each Borrower of all such defenses, and each Borrower has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, each Borrower does hereby represent and confirm to Administrative Agent and Lenders that each Borrower is fully informed regarding, and thoroughly understands: (i) the nature of all such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Borrower, and (iv) the legal consequences to Borrower of waiving such defenses. Each Borrower acknowledges that all of the informed waivers herein shall be fully enforceable by Administrative Agent and/or Lendersagainst each Borrower. This Section 11.19 is intended solely to reserve the rights of Lender hereunder against each Borrower, and that Administrative Agent and Lenders are induced to enter into this transaction in material reliance upon the presumed full enforceability thereof. If any of the waivers or consents set forth herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective proceeding to the maximum extent permitted by lawapplicable Debtor Relief Laws and/or other applicable laws and none of the Borrowers, any guarantor of the Obligations, or any other person or entity shall have any right, claim, or defense under this Section 11.19 that would not otherwise be available under applicable Debtor Relief Laws and/or other applicable laws in such proceeding.

Co Borrower Provisions. Each Borrower acknowledges and agrees that it shall be jointly and severally liable for the Loan and all other obligations arising under this Agreement and/or any of the other Loan Documents. In furtherance thereof, each Borrower acknowledges and agrees as follows: (a) For The handling of this credit facility as a co-borrowing facility in the purpose of implementing the joint borrower provisions of the Loan Documents, manner set forth in this Agreement is solely as an accommodation to each Borrower hereby irrevocably appoints each other and its request. The Agent shall not incur any liability to any Borrower as its agent and attorney-in-fact for all purposes of the Loan Documents, including the giving and receiving of notices and other communications, and Administrative Agent and Lenders shall be entitled to rely on requests and instructions of any Borrower. (b) a result thereof. To induce Lenders the Agent to make the Loan, do so and in consideration thereof, each Borrower hereby agrees to indemnify Administrative Agent, L▇▇▇▇▇▇, jointly and severally indemnifies the other Indemnified Parties against, Agent and hold Administrative Agent, Lenders holds the Agent harmless from and the other Indemnified Parties harmless from, against any and all out of pocket liabilities, expenses, losses, damages and/or and claims of damage or injury asserted against Administrative the Agent and/or Lenders by any Borrower or by any other Person arising from or incurred by reason of reliance the handling of the financing arrangements of each Borrower as provided herein. (b) All Obligations shall be joint and several obligations of each Borrower, and each Borrower shall make payment upon the maturity of the applicable Obligations by Administrative acceleration or otherwise, and such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Lender or Agent and/or Lenders on to any requests Borrower, failure of the Lender or instructions Agent to give any Borrower notice of borrowing or any other notice, any failure of the Lender or Agent to pursue to preserve its rights against any Borrower, the release by the Lender or Agent of any Collateral now or thereafter acquired from any Borrower, and such agreement by any Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by the Lender or Agent to any Borrower or any Collateral for such Borrower’s Obligations or the lack thereof. (c) Each Borrower consents and agrees that Administrative Agent and/or Lenders may, at any time and from time to time, without notice or demand: (i) agree with any Borrower to supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) agree with any Borrower to supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations or any part thereof; (iv) accept partial payments on the obligations; (v) receive guaranties for the obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any guaranties of the obligations; (vii) release any Person or any guarantor from any personal liability with respect to the obligations or any part thereof; or (viii) settle, release on terms satisfactory to Administrative Agent or by operation of Applicable Laws or otherwise liquidate or enforce any obligations and any guaranty thereof in any manner; and consent to the merger, change or any other restructuring or termination of the corporate existence of any Borrower or any other Person, and correspondingly restructure the obligations of such Borrower or other Person, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower. (d) Upon the occurrence of and during the continuance of any Event of Default, Administrative Agent may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy Administrative Agent and/or Lenders at any time may have or hold in connection with the obligations. Each Borrower expressly waives any right to require Administrative Agent and/or Lenders, in connection with Administrative Agent’s and/or L▇▇▇▇▇▇’ efforts to obtain repayment of the Loan and other obligations, to proceed against any other Person, and agrees that Administrative Agent and/or Lenders may proceed against any Persons in such order as it shall determine in its sole and absolute discretion in connection with Administrative Agent’s efforts to obtain repayment of the Loan and other obligations. Administrative Agent may file a separate action or actions against each Borrower to enforce the obligations, whether action is brought or prosecuted against any other Person, or whether any other Person is joined in any such action or actions. Each Borrower agrees that Administrative Agent, Lenders, each other Borrower and/or any other Person may deal with Administrative Agent and Lenders in connection with the obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them or between any Borrower and/or any other Person, in any manner whatsoever. The rights of Administrative Agent and/or Lenders hereunder and under the other Loan Documents shall be reinstated and revived, and the enforceability of this Agreement and the other Loan Documents shall continue, with respect to any amount at any time paid on account of the obligations thereunder which thereafter shall be required to be restored or returned by Administrative Agent and/or Lenders as a result of the bankruptcy, insolvency or reorganization of any Borrower or any other Person, or otherwise, all as though such amount had not been paid. The enforceability of this Agreement and the other Loan Documents at all times shall remain effective in accordance with their terms as to any remaining party even though any or all obligations, or any other guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower or any other Person and whether or not any Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives any and all defenses to the enforcement rights of its obligations under the Loan Documents subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which such Borrower may now or hereafter arising or asserted by reason of: (i) any disability have against the other or other defense of any other Borrower Person directly or any other Person with respect to the obligations; (ii) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any principal thereof or any defect in the formation of any Borrower or any such principal; (iii) any defense based upon the application by any Borrower of the proceeds of the Loan for purposes other than the purposes permitted under this Agreement or any other Loan Document; (iv) any and all rights and defenses arising out of an election of remedies by Administrative Agent and/or Lenders; (v) any defense based upon Administrative Agent and/or Lender’s failure to disclose any information concerning any other Borrower’s financial condition or any other circumstances bearing on any other Borrower’s ability to pay all sums payable under the Notes or any of the other Loan Documents; (vi) the unenforceability or invalidity of any guaranty contingently liable for the obligations; (vii) the cessation for any cause whatsoever of the liability of any other Borrower Obligations, or any other Person (other than by reason of the full and final payment and performance of all obligations); (viii) [intentionally omitted]; (ix) [intentionally omitted]; (x) [intentionally omitted]; (xi) any act against or omission of Administrative Agent and/or Lenders or others that directly or indirectly results in or aids the discharge or release of any other Borrower or of any other Person or of any of the obligations or any guaranty therefor by operation of law or otherwise; (xii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (xiii) any right to enforce any remedy which Administrative Agent and/or Lenders may have against any other Borrower; (xiv) the benefit of any statute of limitations affecting the liability of each Borrower or the enforcement hereof; (xv) any failure of Administrative Agent and/or Lenders to file or enforce a claim in any bankruptcy proceeding with respect to any Person; other’s property (xvi) including, without limitation, any property which is Collateral for the election by Administrative Agent and/or LendersObligations), in any bankruptcy proceeding arising from the existence or performance of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xvii) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code except to the extent otherwise provided in this Agreement; (xviii) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (xix) any agreement or stipulation with respect to the provision of adequate protection , until all Obligations have been Paid in any bankruptcy proceeding of any Person; (xx) [intentionally omitted]; or (xxi) any bankruptcy proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the obligations (or any interest thereon) in or as a result of any such proceedingFull and this Agreement has been irrevocably terminated. (ed) Each Borrower represents and warrants to Administrative the Agent that (i) each Borrower has one or more common shareholders, directors and/or officers, (ii) the business, corporate and Lenders that it has established adequate means limited liability company activities of obtaining from each other BorrowerBorrower are closely related to, on a continuing basisand substantially benefit, the business, corporate and limited liability company activities of the Borrowers, (iii) the financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise) and their respective properties, and each now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other Borrowers are performed on a combined basis as if the Borrowers constituted a consolidated corporate group, (iv) each Borrower will receive a substantial economic benefit from entering into this Agreement and their respective properties. Each Borrower hereby expressly waives and relinquishes any duty on will receive a substantial economic benefit from the part application of Administrative Agent and/or Lenders to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any other Borrower or any other Borrower’s property, whether now known or hereafter known by Administrative Agent and/or Lenders during the life of this Agreement. If Administrative Agent or any Lendereach Loan hereunder, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, Administrative Agent or such Lender shall not be under any obligation to update any such information or to provide any such information to such Borrower or any other Person on any subsequent occasion. With respect to any of the obligations, Administrative Agent and/or Lenders need not inquire into the powers of any Borrower or the officers, employees or other Persons acting or purporting to act on such B▇▇▇▇▇▇▇’s behalf. (f) Each Borrower understands that the exercise by Administrative Agent and/or Lenders of certain rights and remedies may affect or eliminate such Borrower’s right of subrogation against any other Borrower and that such Borrower may therefore incur partially or totally nonreimbursable liability hereunder. Nevertheless, each Borrower hereby authorizes and empowers Administrative Agent, L▇▇▇▇▇▇ and their successors, endorsees and assigns, to exercise in its or their sole discretion (but subject to the terms of the Loan Documents), any rights and remedies, or any combination thereof, which may then be available, it being the purpose and intent of such Borrower that the obligations hereunder shall be absolute, continuing, independent and unconditional until fully satisfied. Notwithstanding any other provision of the Loan Documents to the contrary, until all obligations have been repaid, each Borrower hereby subordinates any claim or other rights which such Borrower may now have or hereafter acquire against any other Borrower of all or any of the obligations of such Borrower hereunder that arise from the existence or performance of such Borrower’s obligations under this Agreement or any of the other Loan Documents, including any right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy of Administrative Agent and Lenders against any other Borrower or any collateral which Administrative Agent now has or hereafter acquirescase, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, amount is used directly by any payment made Borrower and (v) all requests for Loans hereunder or otherwiseby any Borrower are for the exclusive and indivisible benefit of the Borrowers as though, including, without limitationfor purposes of this Agreement, the right to take or receive from any other Borrower, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rightsBorrowers constituted a single entity. (g) Intentionally Omitted. (h) Without limiting the foregoing waivers and release contained in this Section 13.23: (i) Each Borrower subordinates all present and future indebtedness owing by any other Borrower to such Borrower to the obligations at any time owing by any other Borrower to Administrative Agent and Lenders under this Agreement and the other Loan Documents. (ii) Each Borrower agrees to make no claim on such indebtedness until all obligations of any other Borrower under this Agreement and the other Loan Documents have been fully discharged. (iii) Each Borrower further agrees not to assign all or any part of any such indebtedness unless Administrative Agent is given prior notice and such assignment is expressly made subject to the terms of this Agreement and the other Loan Documents. Each Borrower acknowledges that: (a) the obligations under the Loan Documents are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Administrative Agent’s and Lenders’ consideration for entering into these transactions, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by each Borrower of all such defenses, and each Borrower has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, each Borrower does hereby represent and confirm to Administrative Agent and Lenders that each Borrower is fully informed regarding, and thoroughly understands: (i) the nature of all such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Borrower, and (iv) the legal consequences to Borrower of waiving such defenses. Each Borrower acknowledges that all of the informed waivers herein shall be fully enforceable by Administrative Agent and/or Lenders, and that Administrative Agent and Lenders are induced to enter into this transaction in material reliance upon the presumed full enforceability thereof. If any of the waivers or consents set forth herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Co Borrower Provisions. (a) This Agreement has been fully executed by each of Operating Borrower, REIT Borrower and Trust Borrower who are referred to in this Agreement individually, collectively, interchangeably, and jointly and severally as "Borrower". Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including, without limitation, as used in all representations, warranties, and covenants, shall apply to each of Operating Borrower, REIT Borrower and Trust Borrower, or any of them, and the duties, obligations and liabilities of Borrower hereunder shall be joint and several. (b) This Agreement is a primary and original obligation of each Borrower and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between Lender and any Borrower. Each Borrower shall be liable for existing and future Obligations as fully as if all prior and all future Advances were advanced to such Borrower. Lender may rely on any certificate or representation made by any Borrower as made on behalf of, and binding upon Operating Borrower, REIT Borrower and Trust Borrower including, without limitation, Borrowing Base Certificates and Compliance Certificates. (c) Each Borrower acknowledges and agrees that it shall be is jointly and severally liable for the Loan Obligations and all other obligations arising under this Agreement and/or Lender may proceed against either or both of them to enforce the Obligations without waiving its right to proceed against any of the other Loan Documents. In furtherance thereof, each Borrower acknowledges and agrees as follows:Borrowers. (ad) For Each Borrower appoints the purpose of implementing the joint borrower provisions of the Loan Documents, each Borrower hereby irrevocably appoints each other Borrower as its agent with all necessary power and attorney-in-fact authority to give and receive notices, certificates or demands for all purposes and on behalf of the Loan Documentsboth Borrowers, including the giving to act as disbursing agent for receipt of any Advances on behalf of each Borrower and receiving to apply to Lender on behalf of notices each Borrower for Advances, any waivers and other communicationsany consents. This authorization cannot be revoked, and Administrative Agent and Lenders shall be entitled Lender need not inquire as to rely each Borrower's authority to act for or on requests and instructions behalf of any Borrower. (be) To induce Lenders to make the Loan, and in consideration thereof, each Borrower hereby agrees to indemnify Administrative Agent, L▇▇▇▇▇▇, and the other Indemnified Parties against, and hold Administrative Agent, Lenders and the other Indemnified Parties harmless from, any and all out of pocket liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Administrative Agent and/or Lenders by any Borrower or by Notwithstanding any other Person arising from or incurred by reason provision of reliance by Administrative Agent and/or Lenders on any requests or instructions from any Borrower. (c) Each Borrower consents and agrees that Administrative Agent and/or Lenders may, at any time and from time to time, without notice or demand: (i) agree with any Borrower to supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) agree with any Borrower to supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations or any part thereof; (iv) accept partial payments on the obligations; (v) receive guaranties for the obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any guaranties of the obligations; (vii) release any Person or any guarantor from any personal liability with respect to the obligations or any part thereof; or (viii) settle, release on terms satisfactory to Administrative Agent or by operation of Applicable Laws or otherwise liquidate or enforce any obligations and any guaranty thereof in any manner; and consent to the merger, change or any other restructuring or termination of the corporate existence of any Borrower or any other Person, and correspondingly restructure the obligations of such Borrower or other Person, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower. (d) Upon the occurrence of and during the continuance of any Event of Default, Administrative Agent may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy Administrative Agent and/or Lenders at any time may have or hold in connection with the obligations. Each Borrower expressly waives any right to require Administrative Agent and/or Lenders, in connection with Administrative Agent’s and/or L▇▇▇▇▇▇’ efforts to obtain repayment of the Loan and other obligations, to proceed against any other Person, and agrees that Administrative Agent and/or Lenders may proceed against any Persons in such order as it shall determine in its sole and absolute discretion in connection with Administrative Agent’s efforts to obtain repayment of the Loan and other obligations. Administrative Agent may file a separate action or actions against each Borrower to enforce the obligations, whether action is brought or prosecuted against any other Person, or whether any other Person is joined in any such action or actions. Each Borrower agrees that Administrative Agent, Lenders, each other Borrower and/or any other Person may deal with Administrative Agent and Lenders in connection with the obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them or between any Borrower and/or any other Person, in any manner whatsoever. The rights of Administrative Agent and/or Lenders hereunder and under the other Loan Documents shall be reinstated and revived, and the enforceability of this Agreement and the other Loan Documents shall continue, with respect to any amount at any time paid on account of the obligations thereunder which thereafter shall be required to be restored or returned by Administrative Agent and/or Lenders as a result of the bankruptcy, insolvency or reorganization of any Borrower or any other Person, or otherwise, all as though such amount had not been paid. The enforceability of this Agreement and the other Loan Documents at all times shall remain effective in accordance with their terms as to any remaining party even though any or all obligations, or any other guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower or any other Person and whether or not any Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives any and all defenses to the enforcement of its obligations under the Loan Documents now or hereafter arising or asserted by reason of: (i) any disability or other defense of any other Borrower or any other Person with respect to the obligations; (ii) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any principal thereof or any defect in the formation of any Borrower or any such principal; (iii) any defense based upon the application by any Borrower of the proceeds of the Loan for purposes other than the purposes permitted under this Agreement or any other Loan Document; , each Borrower irrevocably waives all rights that it may have at law or in equity (ivincluding, without limitation, any law subrogating the Borrower to the rights of Lender under the Loan Documents) to seek contribution, indemnification, or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by the Borrower with respect to the Obligations in connection with the Loan Documents or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by the Borrower with respect to the Obligations in connection with the Loan Documents or otherwise. If any payment is made to a Borrower in contravention of this Section 14.20, then such Borrower shall hold such payment in trust for Lender and defenses arising out such payment shall be promptly delivered to Lender for application to the Obligations, whether matured or unmatured in accordance with the terms of the Loan Documents. (f) Except as otherwise provided in this Agreement, each Borrower waives; notice of acceptance hereof; notice of the existence, creation or acquisition of any of the Obligations; notice of an election Event of remedies by Administrative Agent and/or LendersDefault; (v) notice of the amount of the Obligations outstanding at any time; notice of intent to accelerate; notice of acceleration; notice of any adverse change in the financial condition of any other Borrower or of any other fact that might increase the Borrower's risk; presentment for payment; demand; protest and notice thereof as to any instrument; default; and all other notices and demands to which the Borrower would otherwise be entitled. Each Borrower waives any defense based upon Administrative Agent and/or Lender’s failure to disclose arising from any information concerning defense of any other Borrower’s financial condition , or any other circumstances bearing on any other Borrower’s ability to pay all sums payable under the Notes or any by reason of the other Loan Documents; (vi) the unenforceability or invalidity of any guaranty for the obligations; (vii) the cessation for from any cause whatsoever of the liability of any other Borrower. Lender's failure at any time to require strict performance by any Borrower or of any other Person (other than by reason provision of the full and final payment Loan Documents shall not waive, alter or diminish any right of Lender thereafter to demand strict compliance and performance therewith. Nothing contained herein shall prevent Lender from foreclosing on its lien of all obligations); (viii) [intentionally omitted]; (ix) [intentionally omitted]; (x) [intentionally omitted]; (xi) any deed of trust, mortgage or other security instrument, or exercising any rights available thereunder, and the exercise of any such rights shall not constitute a legal or equitable discharge of any Borrower. Each Borrower also waives any defense arising from any act or omission of Administrative Agent and/or Lenders Lender that changes the scope of the Borrower's risks hereunder or, without limitation, the Collateral for repayment of the Obligations. (g) Each Borrower hereby waives any defense based on impairment or others that directly destruction of its subrogation or indirectly results in or aids the discharge or release of other rights against any other Borrower and waives all benefits which might otherwise be available to it under any statutory or common law suretyship defenses or marshalling rights, now or hereafter in effect. (h) The liability of Borrower hereunder shall not be diminished by (i) any other Person agreement, understanding or of representation that any of the obligations Obligations is or any guaranty therefor was to be guaranteed by operation of law another Person or otherwise; secured by other property, or (xiiii) any law release or unenforceability, whether partial or total, of rights, if any, which provides that the obligation of a surety Lender may now or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (xiii) any right to enforce any remedy which Administrative Agent and/or Lenders may hereafter have against any other Person, including another Borrower; , or property with respect to any of the Obligations. (xivi) the benefit of any statute of limitations Without affecting the liability of each any Borrower hereunder, Lender may (i) compromise, settle, renew, extend the time for payment, change the manner or terms of payment, discharge the enforcement hereof; (xv) any failure of Administrative Agent and/or Lenders to file or enforce a claim in any bankruptcy proceeding with respect to any Person; (xvi) the election by Administrative Agent and/or Lenders, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xvii) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code except to the extent otherwise provided in this Agreement; (xviii) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (xix) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xx) [intentionally omitted]; or (xxi) any bankruptcy proceeding commenced by or against any Person, including any discharge performance of, decline to enforce, or bar or stay against collecting, release all or any of the obligations Obligations with respect to a Borrower; (or any interest thereonii) grant other indulgences to a Borrower in or as a result of any such proceeding. (e) Each Borrower represents and warrants to Administrative Agent and Lenders that it has established adequate means of obtaining from each other Borrower, on a continuing basis, financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise) and their respective properties, and each now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) respect of the other and their respective properties. Each Borrower hereby expressly waives and relinquishes Obligations; (iii) modify in any duty on the part of Administrative Agent and/or Lenders to disclose to such Borrower manner any matter, fact or thing related documents relating to the businessesObligations with respect to a Borrower; (iv) release, operations surrender or condition (financial exchange any collateral deposits or otherwise) of any other property securing the Obligations, whether pledged by a Borrower or any other Borrower’s propertyPerson, whether now known or hereafter known by Administrative Agent and/or Lenders during (v) compromise, settle, renew, or extend the life of this Agreement. If Administrative Agent time for payment, discharge the performance of, decline to enforce, or release all or any Lenderobligations of any guarantor, in its sole discretion, undertakes at any time endorser or from time to time to provide any such information to a Borrower, Administrative Agent or such Lender shall not be under any obligation to update any such information or to provide any such information to such Borrower or any other Person on any subsequent occasion. With who is now or may hereafter be liable with respect to any of the obligations, Administrative Agent and/or Lenders need not inquire into the powers of any Borrower or the officers, employees or other Persons acting or purporting to act on such B▇▇▇▇▇▇▇’s behalfObligations. (fj) Each All indebtedness of a Borrower understands that now or hereafter arising held by the exercise by Administrative Agent and/or Lenders of certain rights and remedies may affect or eliminate such Borrower’s right of subrogation against any other Borrower is subordinated to the Obligations, and that such the Borrower may therefore incur partially or totally nonreimbursable liability hereunder. Nevertheless, each Borrower hereby authorizes and empowers Administrative Agent, L▇▇▇▇▇▇ and their successors, endorsees and assignsholding the indebtedness shall take all actions reasonably requested by Lender to effect, to exercise in its or their sole discretion (but subject enforce and to the terms of the Loan Documents), any rights and remedies, or any combination thereof, which may then be available, it being the purpose and intent give notice of such Borrower that the obligations hereunder shall be absolute, continuing, independent and unconditional until fully satisfied. Notwithstanding any other provision of the Loan Documents to the contrary, until all obligations have been repaid, each Borrower hereby subordinates any claim or other rights which such Borrower may now have or hereafter acquire against any other Borrower of all or any of the obligations of such Borrower hereunder that arise from the existence or performance of such Borrower’s obligations under this Agreement or any of the other Loan Documents, including any right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy of Administrative Agent and Lenders against any other Borrower or any collateral which Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from any other Borrower, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rightssubordination. (g) Intentionally Omitted. (h) Without limiting the foregoing waivers and release contained in this Section 13.23: (i) Each Borrower subordinates all present and future indebtedness owing by any other Borrower to such Borrower to the obligations at any time owing by any other Borrower to Administrative Agent and Lenders under this Agreement and the other Loan Documents. (ii) Each Borrower agrees to make no claim on such indebtedness until all obligations of any other Borrower under this Agreement and the other Loan Documents have been fully discharged. (iii) Each Borrower further agrees not to assign all or any part of any such indebtedness unless Administrative Agent is given prior notice and such assignment is expressly made subject to the terms of this Agreement and the other Loan Documents. Each Borrower acknowledges that: (a) the obligations under the Loan Documents are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Administrative Agent’s and Lenders’ consideration for entering into these transactions, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by each Borrower of all such defenses, and each Borrower has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, each Borrower does hereby represent and confirm to Administrative Agent and Lenders that each Borrower is fully informed regarding, and thoroughly understands: (i) the nature of all such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Borrower, and (iv) the legal consequences to Borrower of waiving such defenses. Each Borrower acknowledges that all of the informed waivers herein shall be fully enforceable by Administrative Agent and/or Lenders, and that Administrative Agent and Lenders are induced to enter into this transaction in material reliance upon the presumed full enforceability thereof. If any of the waivers or consents set forth herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Co Borrower Provisions. (a) This Agreement is a primary and original obligation of each Borrower and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between the Purchaser and any Borrower. Each Borrower acknowledges and agrees that it shall be liable for existing and future Obligations as fully as if all of all credit extensions were advanced to such Borrower. (b) Borrowers are jointly and severally liable for the Loan Obligations and all other obligations arising under this Agreement and/or the Purchaser may proceed against one or more of the Borrowers to enforce the Obligations without waiving its right to proceed against any of the other Loan Documents. In furtherance thereof, each Borrower acknowledges and agrees as follows: (a) For the purpose of implementing the joint borrower provisions of the Loan Documents, each Borrower hereby irrevocably appoints each other Borrower as its agent and attorney-in-fact for all purposes of the Loan Documents, including the giving and receiving of notices and other communications, and Administrative Agent and Lenders shall be entitled to rely on requests and instructions of any Borrower. (b) To induce Lenders to make the Loan, and in consideration thereof, each Borrower hereby agrees to indemnify Administrative Agent, L▇▇▇▇▇▇, and the other Indemnified Parties against, and hold Administrative Agent, Lenders and the other Indemnified Parties harmless from, any and all out of pocket liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Administrative Agent and/or Lenders by any Borrower or by any other Person arising from or incurred by reason of reliance by Administrative Agent and/or Lenders on any requests or instructions from any BorrowerBorrowers. (c) Each Borrower consents and agrees that Administrative Agent and/or Lenders may, at any time and from time to time, without notice or demand: (i) agree with any Borrower to supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) agree with any Borrower to supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations or any part thereof; (iv) accept partial payments on the obligations; (v) receive guaranties for the obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any guaranties of the obligations; (vii) release any Person or any guarantor from any personal liability with respect to the obligations or any part thereof; or (viii) settle, release on terms satisfactory to Administrative Agent or by operation of Applicable Laws or otherwise liquidate or enforce any obligations and any guaranty thereof in any manner; and consent to the merger, change or Notwithstanding any other restructuring or termination provision of the corporate existence of any Borrower or any other Person, and correspondingly restructure the obligations of such Borrower or other Person, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower. (d) Upon the occurrence of and during the continuance of any Event of Default, Administrative Agent may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy Administrative Agent and/or Lenders at any time may have or hold in connection with the obligations. Each Borrower expressly waives any right to require Administrative Agent and/or Lenders, in connection with Administrative Agent’s and/or L▇▇▇▇▇▇’ efforts to obtain repayment of the Loan and other obligations, to proceed against any other Person, and agrees that Administrative Agent and/or Lenders may proceed against any Persons in such order as it shall determine in its sole and absolute discretion in connection with Administrative Agent’s efforts to obtain repayment of the Loan and other obligations. Administrative Agent may file a separate action or actions against each Borrower to enforce the obligations, whether action is brought or prosecuted against any other Person, or whether any other Person is joined in any such action or actions. Each Borrower agrees that Administrative Agent, Lenders, each other Borrower and/or any other Person may deal with Administrative Agent and Lenders in connection with the obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them or between any Borrower and/or any other Person, in any manner whatsoever. The rights of Administrative Agent and/or Lenders hereunder and under the other Loan Documents shall be reinstated and revived, and the enforceability of this Agreement and the other Loan Documents shall continue, with respect to any amount at any time paid on account of the obligations thereunder which thereafter shall be required to be restored or returned by Administrative Agent and/or Lenders as a result of the bankruptcy, insolvency or reorganization of any Borrower or any other Person, or otherwise, all as though such amount had not been paid. The enforceability of this Agreement and the other Loan Documents at all times shall remain effective in accordance with their terms as to any remaining party even though any or all obligations, or any other guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower or any other Person and whether or not any Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives any and all defenses to the enforcement of its obligations under the Loan Documents now or hereafter arising or asserted by reason of: (i) any disability or other defense of any other Borrower or any other Person with respect to the obligations; (ii) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any principal thereof or any defect in the formation of any Borrower or any such principal; (iii) any defense based upon the application by any Borrower of the proceeds of the Loan for purposes other than the purposes permitted under this Agreement or any other Loan Document; , each Borrower irrevocably waives all rights that it may have at law or in equity (ivincluding, without limitation, any law subrogating the Borrower to the rights of any Purchaser under the Loan Documents) to seek contribution, indemnification, or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by the Borrower with respect to the Obligations in connection with the Loan Documents or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by the Borrower with respect to the Obligations in connection with the Loan Documents or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.14 shall be null and defenses arising out void. If any payment is made to a Borrower in contravention of this Section 12.14, such Borrower shall hold such payment in trust for the Purchaser and such payment shall be promptly delivered to the Purchaser for application to the Obligations, whether matured or unmatured. (d) Except as otherwise provided in this Agreement, each Borrower waives notice of acceptance hereof; notice of the existence, creation or acquisition of any of the Obligations; notice of an election Event of remedies by Administrative Agent and/or LendersDefault; (v) notice of the amount of the Obligations outstanding at any time; notice of intent to accelerate; notice of acceleration; notice of any adverse change in the financial condition of any other Borrower or of any other fact that might increase the Borrower’s risk; presentment for payment; demand; protest and notice thereof as to any instrument; default; and all other notices and demands to which the Borrower would otherwise be entitled. Each Borrower waives any defense based upon Administrative Agent and/or Lender’s failure to disclose arising from any information concerning defense of any other Borrower’s financial condition , or any other circumstances bearing on any other Borrower’s ability to pay all sums payable under the Notes or any by reason of the other Loan Documents; (vi) the unenforceability or invalidity of any guaranty for the obligations; (vii) the cessation for from any cause whatsoever of the liability of any other Borrower. The Purchaser’s failure at any time to require strict performance by any Borrower or of any other Person (other than by reason provision of the full and final payment Loan Documents shall not waive, alter or diminish any right of the Purchaser thereafter to demand strict compliance and performance therewith. Nothing contained herein shall prevent the Purchaser from foreclosing on the Lien of all obligations); (viii) [intentionally omitted]; (ix) [intentionally omitted]; (x) [intentionally omitted]; (xi) any deed of trust, mortgage or other security instrument, or exercising any rights available thereunder, and the exercise of any such rights shall not constitute a legal or equitable discharge of any Borrower. Each Borrower also waives any defense arising from any act or omission of Administrative Agent and/or Lenders or others any Purchaser that directly or indirectly results in or aids changes the discharge or release of any other Borrower or of any other Person or of any scope of the obligations or any guaranty therefor by operation of law or otherwise; (xii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (xiii) any right to enforce any remedy which Administrative Agent and/or Lenders may have against any other Borrower; (xiv) the benefit of any statute of limitations affecting the liability of each Borrower or the enforcement hereof; (xv) any failure of Administrative Agent and/or Lenders to file or enforce a claim in any bankruptcy proceeding with respect to any Person; (xvi) the election by Administrative Agent and/or Lenders, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xvii) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code except to the extent otherwise provided in this Agreement; (xviii) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (xix) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xx) [intentionally omitted]; or (xxi) any bankruptcy proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the obligations (or any interest thereon) in or as a result of any such proceedingBorrowers’ risks hereunder. (e) Each Borrower represents and warrants to Administrative Agent and Lenders that it has established adequate means hereby waives any defense based on impairment or destruction of obtaining from each its subrogation or other Borrower, on a continuing basis, financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise) and their respective properties, and each now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other and their respective properties. Each Borrower hereby expressly waives and relinquishes any duty on the part of Administrative Agent and/or Lenders to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of rights against any other Borrower or any other Borrower’s property, whether now known or hereafter known by Administrative Agent and/or Lenders during the life and waives all benefits which might otherwise be available to it under Minnesota law. (f) The liability of this Agreement. If Administrative Agent or any Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, Administrative Agent or such Lender Borrowers hereunder shall not be under diminished by (i) any obligation agreement, understanding or representation that any of the Obligations is or was to update be guaranteed by another Person or secured by other property, or (ii) any such information release or to provide any such information to such Borrower unenforceability, whether partial or total, of rights, if any, which the Purchaser may now or hereafter have against any other Person on any subsequent occasion. With Person, including another Borrower, or property with respect to any of the obligations, Administrative Agent and/or Lenders need not inquire into Obligations. Without affecting the powers liability of any Borrower hereunder, Purchaser may (x) compromise, settle, renew, extend the time for payment, change the manner or the officers, employees or other Persons acting or purporting to act on such B▇▇▇▇▇▇▇’s behalf. (f) Each Borrower understands that the exercise by Administrative Agent and/or Lenders of certain rights and remedies may affect or eliminate such Borrower’s right of subrogation against any other Borrower and that such Borrower may therefore incur partially or totally nonreimbursable liability hereunder. Nevertheless, each Borrower hereby authorizes and empowers Administrative Agent, L▇▇▇▇▇▇ and their successors, endorsees and assigns, to exercise in its or their sole discretion (but subject to the terms of payment, discharge the Loan Documents)performance of, any rights and remediesdecline to enforce, or any combination thereof, which may then be available, it being the purpose and intent of such Borrower that the obligations hereunder shall be absolute, continuing, independent and unconditional until fully satisfied. Notwithstanding any other provision of the Loan Documents to the contrary, until all obligations have been repaid, each Borrower hereby subordinates any claim or other rights which such Borrower may now have or hereafter acquire against any other Borrower of release all or any of the Obligations with respect to a Borrower, (xii) grant other indulgences to a Borrower in respect of the Obligations, (xii) modify in any manner any documents relating to the Obligations with respect to a Borrower, (xiii) release, surrender or exchange any deposits or other property securing the Obligations, whether pledged by a Borrower or any other Person, or (xiv) compromise, settle, renew, or extend the time for payment, discharge the performance of, decline to enforce, or release all or any obligations of such Borrower hereunder that arise from the existence any guarantor, endorser or performance of such Borrower’s obligations under this Agreement other Person who is now or may hereafter be liable with respect to any of the other Loan Documents, including any right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy of Administrative Agent and Lenders against any other Borrower or any collateral which Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from any other Borrower, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rightsObligations. (g) Intentionally Omitted. (h) Without limiting the foregoing waivers The Borrowers jointly and release contained in this Section 13.23: (i) Each Borrower subordinates all present severally represent and future indebtedness owing by any other Borrower to such Borrower warrant to the obligations at any time owing by any other Borrower to Administrative Agent and Lenders under this Agreement and the other Loan Documents. (ii) Each Borrower agrees to make no claim on such indebtedness until all obligations of any other Borrower under this Agreement and the other Loan Documents have been fully discharged. (iii) Each Borrower further agrees not to assign all or any part of any such indebtedness unless Administrative Agent is given prior notice and such assignment is expressly made subject to the terms of this Agreement and the other Loan Documents. Each Borrower acknowledges Purchaser that: (a) the obligations under the Loan Documents are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Administrative Agent’s and Lenders’ consideration for entering into these transactions, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by each Borrower of all such defenses, and each Borrower has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, each Borrower does hereby represent and confirm to Administrative Agent and Lenders that each Borrower is fully informed regarding, and thoroughly understands: (i) the nature Borrowers make up a related organization of all various entities constituting a single economic and business enterprise so that the Borrowers share an identity of interests such possible defenses, that any benefit received by any one of them benefits the others; (ii) a Borrower may render services to for the circumstances under which such defenses benefit of the other Borrower, may arisepurchase or sell and supply goods to or from or for the benefit of the other Borrower, may make loans, advances and provide other financial accommodations to or for the benefit of the other Borrower; (iii) in some cases, the benefits which such defenses might confer upon Borrower, Borrowers have centralized accounting and legal service and common officers and directors; and (iv) while the Borrowers operate as a single economic enterprise, nothing contained in this Section 12.14 should be construed or imply that the Borrowers are not separate legal consequences to Borrower of waiving such defenses. Each Borrower acknowledges that all of the informed waivers herein shall be fully enforceable by Administrative Agent and/or Lenders, and that Administrative Agent and Lenders are induced to enter into this transaction in material reliance upon the presumed full enforceability thereof. If any of the waivers or consents set forth herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by lawentities.

Co Borrower Provisions. Each Borrower acknowledges and agrees that it shall be jointly and severally liable for the Loan and all other obligations arising under this Agreement and/or any of the other Loan Documents. In furtherance thereof, each Borrower acknowledges and agrees as follows: (a) For the purpose of implementing the joint borrower provisions of the Loan Documents, each Borrower hereby irrevocably appoints each other Borrower as its agent and attorney-in-fact for all purposes of the Loan Documents, including the giving and receiving of notices and other communications, and Administrative Agent and Lenders shall be entitled to rely on requests and instructions of any Borrower. (b) To induce Lenders to make the Loan, and in consideration thereof, each Borrower hereby agrees to indemnify Administrative Agent, L▇▇▇▇▇▇, and the other Indemnified Parties against, and hold Administrative Agent, Lenders and the other Indemnified Parties harmless from, any and all out of pocket liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Administrative Agent and/or Lenders by any Borrower or by any other Person arising from or incurred by reason of reliance by Administrative Agent and/or Lenders on any requests or instructions from any Borrower. (c) Each Borrower acknowledges that the liens and security interests created or granted herein and by the other Loan Documents will secure the obligations of each Borrower under the Loan Documents and, in full recognition of that fact, each Borrower consents and agrees that Administrative Agent and/or Lenders may, at any time and from time to time, without notice or demand, and without affecting the enforceability or security hereof or of any other Loan Document: (i) agree with any Borrower to supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) agree with any Borrower to supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations or any part thereof; (iv) accept partial payments on the obligations; (v) receive and hold additional security or guaranties for the obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any security for or guaranties of the obligations, and apply any security and direct the order or manner of sale thereof as Administrative Agent, in its sole and absolute discretion, may determine; (vii) release any Person or any guarantor from any personal liability with respect to the obligations or any part thereof; or (viii) settle, release on terms satisfactory to Administrative Agent or by operation of Applicable Laws applicable laws or otherwise liquidate or enforce any obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any such security and bid and purchase at any sale; and consent to the merger, change or any other restructuring or termination of the corporate existence of any Borrower or any other Person, and correspondingly restructure the obligations of such Borrower or other Person, and any such merger, change, restructuring or termination shall not affect the liability of any BorrowerBorrower or the continuing existence of any lien or security interest hereunder, under any other Loan Document to which any Borrower is a party or the enforceability hereof or thereof with respect to all or any part of the obligations. (d) Upon the occurrence of and during the continuance of any Event of Default, Administrative Agent may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy or security Administrative Agent and/or Lenders at any time may have or hold in connection with the obligations, and in collecting on the Loan it shall not be necessary for Administrative Agent to marshal assets in favor of any Borrower or any other Person or to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this Agreement and the other Loan Documents. Each Borrower expressly waives any right to require Administrative Agent and/or Lenders, in connection with Administrative Agent’s and/or L▇▇▇▇▇▇Lenders’ efforts to obtain repayment of the Loan and other obligations, to marshal assets in favor of any Borrower or any other Person or to proceed against any other Person or any collateral provided by any other Person, and agrees that Administrative Agent and/or Lenders may proceed against any Persons and/or collateral in such order as it shall determine in its sole and absolute discretion in connection with Administrative Agent’s efforts to obtain repayment of the Loan and other obligations. Administrative Agent may file a separate action or actions against each Borrower to enforce the obligations, whether action is brought or prosecuted with respect to any other security or against any other Person, or whether any other Person is joined in any such action or actions. Each Borrower agrees that Administrative Agent, Lenders, each other Borrower and/or any other Person may deal with Administrative Agent and Lenders in connection with the obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them or between any Borrower and/or any other Person, in any manner whatsoever, all without in any way altering or affecting the security of this Agreement or the other Loan Documents. The rights of Administrative Agent and/or Lenders hereunder and under the other Loan Documents shall be reinstated and revived, and the enforceability of this Agreement and the other Loan Documents shall continue, with respect to any amount at any time paid on account of the obligations thereunder which thereafter shall be required to be restored or returned by Administrative Agent and/or Lenders as a result of the bankruptcy, insolvency or reorganization of any Borrower or any other Person, or otherwise, all as though such amount had not been paid. The enforceability of this Agreement and the other Loan Documents at all times shall remain effective in accordance with their terms as to any remaining party even though any or all obligations, or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower or any other Person and whether or not any Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives any and all defenses to the enforcement of its obligations under the Loan Documents now or hereafter arising or asserted by reason of: (i) any disability or other defense of any other Borrower or any other Person with respect to the obligations; (ii) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any principal thereof or any defect in the formation of any Borrower or any such principal; (iii) any defense based upon the application by any Borrower of the proceeds of the Loan for purposes other than the purposes permitted under this Agreement or any other Loan Document; (iv) any and all rights and defenses arising out of an election of remedies by Administrative Agent and/or Lenders; (v) any defense based upon Administrative Agent and/or Lender’s failure to disclose any information concerning any other Borrower’s financial condition or any other circumstances bearing on any other Borrower’s ability to pay all sums payable under the Notes or any of the other Loan Documents; (vi) the unenforceability or invalidity of any security or guaranty for the obligations or the lack of perfection or continuing perfection or failure of priority of any security for the obligations; (vii) the cessation for any cause whatsoever of the liability of any other Borrower or any other Person (other than by reason of the full and final payment and performance of all obligations); (viii) [intentionally omitted]any failure of Administrative Agent and/or Lenders to marshal assets in favor of any Borrower or any other Person; (ix) [intentionally omitted]any failure of Administrative Agent and/or Lenders to give notice of sale or other disposition of any Collateral for the obligations to any Borrower or to any other Person or any defect in any notice that may be given in connection with any such sale or disposition; (x) [intentionally omitted]any failure of Administrative Agent and/or Lenders to comply in any non-material respect with applicable laws in connection with the sale or other disposition of any Collateral or other security for any obligation; (xi) any act or omission of Administrative Agent and/or Lenders or others that directly or indirectly results in or aids the discharge or release of any other Borrower or of any other Person or of any of the obligations or any other security or guaranty therefor by operation of law or otherwise; (xii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (xiii) any right to enforce any remedy which Administrative Agent and/or Lenders may have against any other BorrowerBorrower and any right to participate in, or benefit from, any security for the Note or the other Loan Documents now or hereafter held by Administrative Agent and/or Lenders; (xiv) the benefit of any statute of limitations affecting the liability of each Borrower or the enforcement hereof; (xv) any failure of Administrative Agent and/or Lenders to file or enforce a claim in any bankruptcy proceeding with respect to any Person; (xvi) the election by Administrative Agent and/or Lenders, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xvii) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code except to the extent otherwise provided in this Agreement; (xviii) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (xix) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xx) [intentionally omitted]the avoidance of any lien or security interest in favor of Administrative Agent securing the obligations for any reason; or (xxi) any bankruptcy proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the obligations (or any interest thereon) in or as a result of any such proceeding. (e) Each Borrower represents and warrants to Administrative Agent and Lenders that it has established adequate means of obtaining from each other Borrower, on a continuing basis, financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise) and their respective properties, and each now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other and their respective properties. Each Borrower hereby expressly waives and relinquishes any duty on the part of Administrative Agent and/or Lenders to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any other Borrower or any other Borrower’s property, whether now known or hereafter known by Administrative Agent and/or Lenders during the life of this Agreement. If Administrative Agent or any Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, Administrative Agent or such Lender shall not be under any obligation to update any such information or to provide any such information to such Borrower or any other Person on any subsequent occasion. With respect to any of the obligations, Administrative Agent and/or Lenders need not inquire into the powers of any Borrower or the officers, employees or other Persons acting or purporting to act on such B▇▇▇▇▇▇▇’s behalf. (f) Each Borrower understands that the exercise by Administrative Agent and/or Lenders of certain rights and remedies may affect or eliminate such Borrower’s right of subrogation against any other Borrower and that such Borrower may therefore incur partially or totally nonreimbursable liability hereunder. Nevertheless, each Borrower hereby authorizes and empowers Administrative Agent, L▇▇▇▇▇▇ and their successors, endorsees and assigns, to exercise in its or their sole discretion (but subject to the terms of the Loan Documents), any rights and remedies, or any combination thereof, which may then be available, it being the purpose and intent of such Borrower that the obligations hereunder shall be absolute, continuing, independent and unconditional until fully satisfied. Notwithstanding any other provision of the Loan Documents to the contrary, until all obligations have been repaidrepaid and each Mortgage has been released or reconveyed, each Borrower hereby subordinates waives and releases any claim or other rights which such Borrower may now have or hereafter acquire against any other Borrower of all or any of the obligations of such Borrower hereunder that arise from the existence or performance of such Borrower’s obligations under this Agreement or any of the other Loan Documents, including any right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy of Administrative Agent and Lenders against any other Borrower or any collateral which Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from any other Borrower, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights. (g) Intentionally OmittedWithout limiting the foregoing, or anything else contained in this Agreement, each Borrower waives all rights and defenses that it may have because the obligations are secured by real property. This means, among other things: (i) Administrative Agent and/or Lenders may collect on the Loan obligations from any Borrower without first foreclosing on any real or personal property collateral pledged by any other Borrower; and (ii) If Administrative Agent and/or Lenders foreclose on any real property collateral pledged by any Borrower for the Loan obligations: (A) the amount of the indebtedness owed by any other Borrower hereunder may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) Administrative Agent and Lenders may collect from any Borrower even if Administrative Agent and/or Lenders, by foreclosing on the real property collateral, has destroyed any right any Borrower may have to collect from any other Borrower. (iii) The immediately preceding subparagraphs (i) and (ii) represent unconditional and irrevocable waivers of any rights and defenses each Borrower may have because the obligations are secured by real property. (h) Without limiting the foregoing waivers and release contained in this Section 13.23: (i) Each Borrower subordinates all present and future indebtedness owing by any other Borrower to such Borrower to the obligations at any time owing by any other Borrower to Administrative Agent and Lenders under this Agreement and the other Loan Documents. Each Borrower assigns all such indebtedness to Lender as security for the obligations. (ii) Each Borrower agrees to make no claim on such indebtedness until all obligations of any other Borrower under this Agreement and the other Loan Documents have been fully discharged. (iii) Each Borrower further agrees not to assign all or any part of any such indebtedness unless Administrative Agent is given prior notice and such assignment is expressly made subject to the terms of this Agreement and the other Loan Documents. Each Borrower acknowledges that: (a) the obligations under the Loan Documents are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Administrative Agent’s and Lenders’ consideration for entering into these transactions, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by each Borrower of all such defenses, and each Borrower has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, each Borrower does hereby represent and confirm to Administrative Agent and Lenders that each Borrower is fully informed regarding, and thoroughly understands: (i) the nature of all such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Borrower, and (iv) the legal consequences to Borrower of waiving such defenses. Each Borrower acknowledges that all of the informed waivers herein shall be fully enforceable by Administrative Agent and/or Lenders, and that Administrative Agent and Lenders are induced to enter into this transaction in material reliance upon the presumed full enforceability thereof. If any of the waivers or consents set forth herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.u

Co Borrower Provisions. (a) Each Borrower's obligations are independent obligations and are absolute and unconditional. Each Borrower, to the extent permitted by law, hereby waives any defense to such obligations that may arise by reason of the disability or other defense or cessation of liability of any other Borrower for any reason other than payment in full. Each Borrower acknowledges also waives any defense to such obligations that it may have as a result of Agent's election of, or failure to exercise any right, power, or remedy, including, without limitation, the failure to proceed first against such other Borrower or any security it holds for such other Borrower's obligations under any Loan Document, if any. Without limiting the generality of the foregoing, each Borrower expressly waives all demands and notices whatsoever (except for any demands or notices, if any, that such Borrower expressly is entitled to receive pursuant to the terms of any Loan Document), and consents and agrees that it shall be jointly Agent and/or the Lending Entities may, without notice (except for such notice, if any, as such Borrower expressly is entitled to receive pursuant to the terms of any Loan Document) and severally liable without releasing the liability of such Borrower, extend for the Loan and all other obligations arising under this Agreement and/or benefit of any of the other Loan Documents. In furtherance thereof, each Borrower acknowledges and agrees as follows: (a) For the purpose of implementing the joint borrower provisions of the Loan Documents, each Borrower hereby irrevocably appoints each other Borrower as its agent and attorney-in-fact the time for all purposes making any payment, waive or extend the performance of any agreement or make any settlement of any agreement for the Loan Documents, including the giving and receiving benefit of notices and any other communicationsBorrower, and Administrative Agent may proceed against each Borrower, directly and Lenders shall be entitled to rely on requests and instructions independently of any other Borrower, as such obligee may elect in accordance with this Agreement. (b) To induce Lenders to make the Loan, and in consideration thereof, each Borrower hereby agrees to indemnify Administrative Agent, L▇▇▇▇▇▇, and the other Indemnified Parties against, and hold Administrative Agent, Lenders and the other Indemnified Parties harmless from, any and all out of pocket liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Administrative Agent and/or Lenders by any Borrower or by any other Person arising from or incurred by reason of reliance by Administrative Agent and/or Lenders on any requests or instructions from any Borrower. (c) Each Borrower consents and agrees that Administrative Agent and/or Lenders may, at any time and from time to time, without notice or demand: (i) agree with any Borrower to supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) agree with any Borrower to supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations or any part thereof; (iv) accept partial payments on the obligations; (v) receive guaranties for the obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any guaranties of the obligations; (vii) release any Person or any guarantor from any personal liability with respect to the obligations or any part thereof; or (viii) settle, release on terms satisfactory to Administrative Agent or by operation of Applicable Laws or otherwise liquidate or enforce any obligations and any guaranty thereof in any manner; and consent to the merger, change or any other restructuring or termination of the corporate existence of any Borrower or any other Person, and correspondingly restructure the obligations of such Borrower or other Person, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower. (d) Upon the occurrence of and during the continuance of any Event of Default, Administrative Agent may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy Administrative Agent and/or Lenders or any other Lending Entity at any time may have or hold in connection with the such obligations, and it shall not be necessary for Agent to marshal assets in favor of any Borrower or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement or any other Loan Documents. Each Borrower expressly waives any right to require Administrative Agent and/or Lenders, to marshal assets in connection with Administrative Agent’s and/or L▇▇▇▇▇▇’ efforts to obtain repayment favor of the Loan and any Borrower or any other obligations, Person or to proceed against any other Borrower or any collateral provided by any Person, and agrees that Administrative Agent and/or Lenders may proceed against Borrower, or either of them, or any Persons collateral in such order as it shall determine in its sole and absolute discretion in connection with Administrative Agent’s efforts discretion, or as directed by the Required Lenders, subject to obtain repayment of the Loan and other obligations. Administrative terms hereof. (c) Agent may file a separate action or actions against each Borrower to enforce the obligationsany Borrower, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Each Borrower agrees that Administrative Agent, Lenders, each other Borrower and/or any other Person may deal with Administrative Agent and Lenders in connection with the obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them or between any Borrower and/or any other Person, in any manner whatsoever. The rights of Administrative Agent and/or Lenders hereunder and under the other Loan Documents shall be reinstated and revived, and the enforceability of this Agreement and the other Loan Documents shall continue, with respect to any amount at any time paid on account of the obligations thereunder which thereafter shall be required to be restored or returned by Administrative Agent and/or Lenders as a result of the bankruptcy, insolvency or reorganization of any Borrower or any other Person, or otherwise, all as though such amount had not been paid. The enforceability of this Agreement and the other Loan Documents at all times shall remain effective in accordance with their terms as to any remaining party even though any or all obligations, or any other guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower or any other Person and whether or not any Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives any and all defenses to the enforcement of its obligations under the Loan Documents now or hereafter arising or asserted by reason of: (i) any disability or other defense of any other Borrower or any other Person with respect to the obligations; (ii) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any principal thereof or any defect in the formation of any Borrower or any such principal; (iii) any defense based upon the application by any Borrower of the proceeds of the Loan for purposes other than the purposes permitted under this Agreement or any other Loan Document; (iv) any and all rights and defenses arising out of an election of remedies by Administrative Agent and/or Lenders; (v) any defense based upon Administrative Agent and/or Lender’s failure to disclose any information concerning any other Borrower’s financial condition or any other circumstances bearing on any other Borrower’s ability to pay all sums payable under the Notes or any of the other Loan Documents; (vi) the unenforceability or invalidity of any guaranty for the obligations; (vii) the cessation for any cause whatsoever of the liability of any other Borrower or any other Person (other than by reason of the full and final payment and performance of all obligations); (viii) [intentionally omitted]; (ix) [intentionally omitted]; (x) [intentionally omitted]; (xi) any act or omission of Administrative Agent and/or Lenders or others that directly or indirectly results in or aids the discharge or release of any other Borrower or of any other Person or of any of the obligations or any guaranty therefor by operation of law or otherwise; (xii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (xiii) any right to enforce any remedy which Administrative Agent and/or Lenders may have against any other Borrower; (xiv) the benefit of any statute of limitations affecting the liability of each Borrower or the enforcement hereof; (xv) any failure of Administrative Agent and/or Lenders to file or enforce a claim in any bankruptcy proceeding with respect to any Person; (xvi) the election by Administrative Agent and/or Lenders, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xvii) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code except to the extent otherwise provided in this Agreement; (xviii) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (xix) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xx) [intentionally omitted]; or (xxi) any bankruptcy proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the obligations (or any interest thereon) in or as a result of any such proceeding. (e) Each Borrower represents and warrants to Administrative Agent and Lenders that it has established adequate means of obtaining from each other Borrower, on a continuing basis, financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise) and their respective properties, and each now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other and their respective properties. Each Borrower hereby expressly waives and relinquishes any duty on the part of Administrative Agent and/or Lenders to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any other Borrower or any other Borrower’s property, whether now known or hereafter known by Administrative Agent and/or Lenders during the life of this Agreement. If Administrative Agent or any Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, Administrative Agent or such Lender shall not be under any obligation to update any such information or to provide any such information to such Borrower or any other Person on any subsequent occasion. With respect to any of the obligations, Administrative Agent and/or Lenders need not inquire into the powers of any Borrower or the officers, employees or other Persons acting or purporting to act on such B▇▇▇▇▇▇▇’s behalf. (f) Each Borrower understands that the exercise by Administrative Agent and/or Lenders of certain rights and remedies may affect or eliminate such Borrower’s right of subrogation against any other Borrower and that such Borrower may therefore incur partially or totally nonreimbursable liability hereunder. Nevertheless, each Borrower hereby authorizes and empowers Administrative Agent, L▇▇▇▇▇▇ and their successors, endorsees and assigns, to exercise in its or their sole discretion (but subject to the terms of the Loan Documents), any rights and remedies, or any combination thereof, which may then be available, it being the purpose and intent of such Borrower that the obligations hereunder shall be absolute, continuing, independent and unconditional until fully satisfied. Notwithstanding any other provision of the Loan Documents to the contrary, until all obligations have been repaid, each Borrower hereby subordinates any claim or other rights which such Borrower may now have or hereafter acquire against any other Borrower of all or any of the obligations of such Borrower hereunder that arise from the existence or performance of such Borrower’s obligations under this Agreement or any of the other Loan Documents, including any right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy of Administrative Agent and Lenders against any other Borrower or any collateral which Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from any other Borrower, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights. (g) Intentionally Omitted. (h) Without limiting the foregoing waivers and release contained in this Section 13.23: (i) Each Borrower subordinates all present and future indebtedness owing by any other Borrower to such Borrower to the obligations at any time owing by any other Borrower to Administrative Agent and Lenders under this Agreement and the other Loan Documents. (ii) Each Borrower agrees to make no claim on such indebtedness until all obligations of any other Borrower under this Agreement and the other Loan Documents have been fully discharged. (iii) Each Borrower further agrees not to assign all or any part of any such indebtedness unless Administrative Agent is given prior notice and such assignment is expressly made subject to the terms of this Agreement and the other Loan Documents. Each Borrower acknowledges that: (a) the obligations under the Loan Documents are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Administrative Agent’s and Lenders’ consideration for entering into these transactions, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by each Borrower of all such defenses, and each Borrower has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, each Borrower does hereby represent and confirm to Administrative Agent and Lenders that each Borrower is fully informed regarding, and thoroughly understands: (i) the nature of all such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Borrower, and (iv) the legal consequences to Borrower of waiving such defenses. Each Borrower acknowledges that all of the informed waivers herein shall be fully enforceable by Administrative Agent and/or Lenders, and that Administrative Agent and Lenders are induced to enter into this transaction in material reliance upon the presumed full enforceability thereof. If any of the waivers or consents set forth herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Co Borrower Provisions. Each Borrower acknowledges and agrees that it shall be jointly and severally liable for the Loan and all other obligations arising under this Agreement and/or any of the other Loan Documents. In furtherance thereof, each Borrower acknowledges and agrees as follows: (a) For the purpose of implementing the joint borrower provisions of the Loan Documents, each Borrower hereby irrevocably appoints each other Borrower as its agent and attorney-in-fact for all purposes of the Loan Documents, including the giving and receiving of notices and other communications, and Administrative Agent and Lenders shall be entitled to rely on requests and instructions of any Borrower. (b) To induce Lenders to make the Loan, and in consideration thereof, each Borrower hereby agrees to indemnify Administrative Agent, L▇▇▇▇▇▇▇, and the other Indemnified Parties against, and hold Administrative Agent, Lenders and the other Indemnified Parties harmless from, any and all out of pocket liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Administrative Agent and/or Lenders by any Borrower or by any other Person arising from or incurred by reason of reliance by Administrative Agent and/or Lenders on any requests or instructions from any Borrower. (c) Each Borrower consents and agrees that Administrative Agent and/or Lenders may, at any time and from time to time, without notice or demand: (i) agree with any Borrower to supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) agree with any Borrower to supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations or any part thereof; (iv) accept partial payments on the obligations; (v) receive guaranties for the obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any guaranties of the obligations; (vii) release any Person or any guarantor from any personal liability with respect to the obligations or any part thereof; or (viii) settle, release on terms satisfactory to Administrative Agent or by operation of Applicable Laws or otherwise liquidate or enforce any obligations and any guaranty thereof in any manner; and consent to the merger, change or any other restructuring or termination of the corporate existence of any Borrower or any other Person, and correspondingly restructure the obligations of such Borrower or other Person, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower. (d) Upon the occurrence of and during the continuance of any Event of Default, Administrative Agent may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy Administrative Agent and/or Lenders at any time may have or hold in connection with the obligations. Each Borrower expressly waives any right to require Administrative Agent and/or Lenders, in connection with Administrative Agent’s and/or L▇▇▇▇▇▇▇’ efforts to obtain repayment of the Loan and other obligations, to proceed against any other Person, and agrees that Administrative Agent and/or Lenders may proceed against any Persons in such order as it shall determine in its sole and absolute discretion in connection with Administrative Agent’s efforts to obtain repayment of the Loan and other obligations. Administrative Agent may file a separate action or actions against each Borrower to enforce the obligations, whether action is brought or prosecuted against any other Person, or whether any other Person is joined in any such action or actions. Each Borrower agrees that Administrative Agent, Lenders, each other Borrower and/or any other Person may deal with Administrative Agent and Lenders in connection with the obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them or between any Borrower and/or any other Person, in any manner whatsoever. The rights of Administrative Agent and/or Lenders hereunder and under the other Loan Documents shall be reinstated and revived, and the enforceability of this Agreement and the other Loan Documents shall continue, with respect to any amount at any time paid on account of the obligations thereunder which thereafter shall be required to be restored or returned by Administrative Agent and/or Lenders as a result of the bankruptcy, insolvency or reorganization of any Borrower or any other Person, or otherwise, all as though such amount had not been paid. The enforceability of this Agreement and the other Loan Documents at all times shall remain effective in accordance with their terms as to any remaining party even though any or all obligations, or any other guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower or any other Person and whether or not any Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives any and all defenses to the enforcement of its obligations under the Loan Documents now or hereafter arising or asserted by reason of: (i) any disability or other defense of any other Borrower or any other Person with respect to the obligations; (ii) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any principal thereof or any defect in the formation of any Borrower or any such principal; (iii) any defense based upon the application by any Borrower of the proceeds of the Loan for purposes other than the purposes permitted under this Agreement or any other Loan Document; (iv) any and all rights and defenses arising out of an election of remedies by Administrative Agent and/or Lenders; (v) any defense based upon Administrative Agent and/or Lender▇▇▇▇▇▇’s failure to disclose any information concerning any other Borrower’s financial condition or any other circumstances bearing on any other Borrower’s ability to pay all sums payable under the Notes or any of the other Loan Documents; (vi) the unenforceability or invalidity of any guaranty for the obligations; (vii) the cessation for any cause whatsoever of the liability of any other Borrower or any other Person (other than by reason of the full and final payment and performance of all obligations); (viii) [intentionally omitted]; (ix) [intentionally omitted]; (x) [intentionally omitted]; (xi) any act or omission of Administrative Agent and/or Lenders or others that directly or indirectly results in or aids the discharge or release of any other Borrower or of any other Person or of any of the obligations or any guaranty therefor by operation of law or otherwise; (xii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (xiii) any right to enforce any remedy which Administrative Agent and/or Lenders may have against any other Borrower; (xiv) the benefit of any statute of limitations affecting the liability of each Borrower or the enforcement hereof; (xv) any failure of Administrative Agent and/or Lenders to file or enforce a claim in any bankruptcy proceeding with respect to any Person; (xvi) the election by Administrative Agent and/or Lenders, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xvii) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code except to the extent otherwise provided in this Agreement; (xviii) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (xix) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xx) [intentionally omitted]; or (xxi) any bankruptcy proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the obligations (or any interest thereon) in or as a result of any such proceeding. (e) Each Borrower represents and warrants to Administrative Agent and Lenders that it has established adequate means of obtaining from each other Borrower, on a continuing basis, financial and other information pertaining to their respective businesses, operations and condition (financial and otherwise) and their respective properties, and each now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other and their respective properties. Each Borrower hereby expressly waives and relinquishes any duty on the part of Administrative Agent and/or Lenders to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any other Borrower or any other Borrower’s property, whether now known or hereafter known by Administrative Agent and/or Lenders during the life of this Agreement. If Administrative Agent or any Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, Administrative Agent or such Lender shall not be under any obligation to update any such information or to provide any such information to such Borrower or any other Person on any subsequent occasion. With respect to any of the obligations, Administrative Agent and/or Lenders need not inquire into the powers of any Borrower or the officers, employees or other Persons acting or purporting to act on such B▇▇▇▇▇▇▇▇’s behalf. (f) Each Borrower understands that the exercise by Administrative Agent and/or Lenders of certain rights and remedies may affect or eliminate such Borrower’s right of subrogation against any other Borrower and that such Borrower may therefore incur partially or totally nonreimbursable liability hereunder. Nevertheless, each Borrower hereby authorizes and empowers Administrative Agent, L▇▇▇▇▇▇▇ and their successors, endorsees and assigns, to exercise in its or their sole discretion (but subject to the terms of the Loan Documents), any rights and remedies, or any combination thereof, which may then be available, it being the purpose and intent of such Borrower that the obligations hereunder shall be absolute, continuing, independent and unconditional until fully satisfied. Notwithstanding any other provision of the Loan Documents to the contrary, until all obligations have been repaid, each Borrower hereby subordinates any claim or other rights which such Borrower may now have or hereafter acquire against any other Borrower of all or any of the obligations of such Borrower hereunder that arise from the existence or performance of such Borrower’s obligations under this Agreement or any of the other Loan Documents, including any right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy of Administrative Agent and Lenders against any other Borrower or any collateral which Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from any other Borrower, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights. (g) Intentionally Omitted. (h) Without limiting the foregoing waivers and release contained in this Section 13.23: (i) Each Borrower subordinates all present and future indebtedness owing by any other Borrower to such Borrower to the obligations at any time owing by any other Borrower to Administrative Agent and Lenders under this Agreement and the other Loan Documents. (ii) Each Borrower agrees to make no claim on such indebtedness until all obligations of any other Borrower under this Agreement and the other Loan Documents have been fully discharged. (iii) Each Borrower further agrees not to assign all or any part of any such indebtedness unless Administrative Agent is given prior notice and such assignment is expressly made subject to the terms of this Agreement and the other Loan Documents. Each Borrower acknowledges that: (a) the obligations under the Loan Documents are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Administrative Agent’s and Lenders’ consideration for entering into these transactions, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by each Borrower of all such defenses, and each Borrower has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, each Borrower does hereby represent and confirm to Administrative Agent and Lenders that each Borrower is fully informed regarding, and thoroughly understands: (i) the nature of all such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Borrower, and (iv) the legal consequences to Borrower of waiving such defenses. Each Borrower acknowledges that all of the informed waivers herein shall be fully enforceable by Administrative Agent and/or Lenders, and that Administrative Agent and Lenders are induced to enter into this transaction in material reliance upon the presumed full enforceability thereof. If any of the waivers or consents set forth herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.