Common use of Joint and Several Liability Clause in Contracts

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

Joint and Several Liability. (a) Each Borrower acknowledges that it is jointly and severally liable for all of Parent the Obligations under the Loan Documents. Each Borrower expressly understands, agrees and acknowledges that (i) Borrowers are all Affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that Lenders extend such a common credit facility on the terms herein provided, (iv) Lenders will be lending against, and relying on a Lien upon, all of Borrowers’ assets even though the proceeds of any particular Loan made or Letter of Credit issued hereunder may not be advanced directly to or for the account of a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such Loans by each Lender and the Joined Subsidiaries is accepting issuance of such Letters of Credit by L/C Issuer and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Loan Documents shall be applicable to and shall be binding upon each Borrower and (vii) Borrowers have each executed or will execute the Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by Lenders and L/C Issuer hereunder without the financial support provided by the other Borrowers. (b) Each Borrower hereby guarantees the prompt payment and performance in full of all Obligations. Such guarantee constitutes a guarantee of payment and not of collection. Each Borrower’s obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of any other Credit Party or of any promissory note or other document evidencing all or any part of the Obligations of any other Credit Party, (ii) the absence of any attempt to collect the Obligations from any other Credit Party, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent, Documentation Agent, L/C Issuer and/or any other Lender Party with respect to any provision of any instrument evidencing the Obligations of any other Credit Party or any part thereof, or any other agreement now or hereafter executed by any other Credit Party and delivered to Agent, Documentation Agent, L/C Issuer and/or any other Lender Party, (iv) the failure by Agent, Documentation Agent, L/C Issuer and/or any other Lender Party to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of any other Credit Party, (v) Agent’s, Documentation Agent’s, L/C Issuer’s and/or any other Lender Party’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Credit Party, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of Agent’s, Documentation Agent’s, L/C Issuer’s and/or any other Lender Party’s claim(s) for the repayment of the Obligations of any other Credit Party under Section 502 of the Bankruptcy Code or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Credit Party (other than, subject to Section 12.3(b) the actual indefeasible payment in full in cash). With respect to any Borrower’s Obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to Loans, Letters of Credit or other extensions of credit made to or for the account of any of the other Borrowers hereunder, such Borrower hereby forever waives any right to enforce any right of subrogation or any remedy which Agent, Documentation Agent, L/C Issuer and/or any other Lender Party now has or may hereafter have against any other Credit Party, or any endorser of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent, Documentation Agent, L/C Issuer and/or any other Lender Party to secure payment of the Obligations or any other liability of any Borrower to Agent, Documentation Agent, L/C Issuer and/or any other Lender Party. During the existence of any Event of Default, Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Credit Party or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent shall be under no obligation to marshal any assets in favor of any Credit Party or against or in payment of any or all of the Obligations. (c) Each Borrower is obligated to repay the Obligations as a joint and several obligor under this Agreement and the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured ObligationsDocuments. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to To the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to Borrower shall, under this Agreement as a joint and several obligor, repay any of the Secured Obligations as constituting Loans made to another Borrower hereunder or other Obligations incurred directly and when due or to perform primarily by any of the Secured Obligations in accordance with the terms thereofother Borrower (an “Accommodation Payment”), then in Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan DocumentsBorrowers in an amount, any payments made by it for each of such other Borrowers, equal to Lender with respect to any a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Secured Obligations or Allocable Amounts of all Borrowers. As of any collateral security therefor until date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such time as all Borrower hereunder without (i) rendering such Borrower “insolvent” within the meaning of Section 101 (31) of the Secured Obligations have been paid in full in cash. Any claim which any Bankruptcy Code, Section 2 of Parent the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Joined Subsidiaries may have against any other Persons composing Uniform Fraudulent Conveyance Act (“UFCA”), (ii) 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 (iii) leaving such Borrower unable to any payments to Lender hereunder 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. All rights and claims of contribution, indemnification, and reimbursement under any other Loan Documents are hereby expressly made this Section 12.13 shall be subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, payment to the prior indefeasible payment in full in cash of the Secured Obligations andObligations. The provisions of this Section 12.13 shall, to the extent inconsistent with any provision in any Loan Document, supersede such inconsistent provision. (d) If (i) any court holds that Borrowers are guarantors and not jointly and severally liable as principal obligors or (ii) bankruptcy or reorganization proceedings at any time are instituted by or against any Borrower under any Debtor Relief Law, then each Borrower hereby: (A) expressly and irrevocably waives, to the fullest extent possible, except as otherwise provided in Section 12.13(c), on behalf of such Borrower, any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, set off or any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of a claim against any Person, and which such Borrower may have or hereafter acquire against any Person in connection with or as a result of such Borrower’s execution, delivery and/or performance of this Agreement, or any other documents to which such Borrower is a party or otherwise; (B) expressly and irrevocably waives any “claim” (as such term is defined in the Bankruptcy Code) of any kind against any other Borrower, and further agrees that it shall not have or assert any such rights against any Person (including any surety), either directly or as an attempted set off to any action commenced against such Borrower by Agent, Documentation Agent, L/C Issuer or other Lender Party or any other Person; and (C) acknowledges and agrees (I) that this waiver is intended to benefit Agent, Documentation Agent, L/C Issuer and other Lender Parties and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Agreement, and (II) that Agent, Documentation Agent, L/C Issuer and other Lender Parties and their successors and assigns are intended beneficiaries of this waiver, and the agreements set forth in this Section 12.13 and their rights under this Section 12.13 shall survive payment in full of the Obligations. (e) EACH CREDIT PARTY WAIVES THE FILING OF A CLAIM WITH A COURT IN THE EVENT OF RECEIVERSHIP OR BANKRUPTCY OF ANY CREDIT PARTY, AND WAIVES EVERY DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH ANY CREDIT PARTY MAY NOW HAVE OR HEREAFTER MAY HAVE AGAINST ANOTHER CREDIT PARTY OR ANY OTHER PARTY LIABLE TO AGENT, DOCUMENTATION AGENT, L/C ISSUER OR ANY OTHER LENDER PARTY IN ANY MANNER. AS FURTHER SECURITY, ANY AND ALL DEBTS AND LIABILITIES NOW OR HEREAFTER ARISING AND OWING TO ANY CREDIT PARTY BY ANY OTHER CREDIT PARTY, OR TO ANY OTHER PARTY LIABLE TO AGENT, DOCUMENTATION AGENT, L/C ISSUER OR ANY OTHER LENDER PARTY, ARE HEREBY SUBORDINATED TO AGENT’S, DOCUMENTATION AGENT’S, L/C ISSUER’S AND ANY SUCH OTHER LENDER PARTY’S CLAIMS AND UPON THE OCCURRENCE OF AN EVENT OF DEFAULT ARE ASSIGNED TO AGENT FOR THE BENEFIT OF LENDER PARTIES. EACH CREDIT PARTY HEREBY AGREES THAT IT MAY BE JOINED AS A PARTY DEFENDANT IN ANY LEGAL PROCEEDING (INCLUDING, BUT NOT LIMITED TO, A FORECLOSURE PROCEEDING) INSTITUTED BY AGENT, DOCUMENTATION AGENT, L/C ISSUER OR ANY OTHER LENDER PARTY AGAINST ANY OTHER CREDIT PARTY. (f) Should a claim be made upon Agent, Documentation Agent or any other Lender Party at any time for repayment of any amount received by Agent, Documentation Agent or such other Lender Party in payment of the Obligations, or any part thereof, whether received from any Credit Party or received by Agent, Documentation Agent or any other Lender Party as the proceeds of Collateral, by reason of: (1) any judgment, decree or order of any court or administrative body having jurisdiction over Agent, Documentation Agent or any other Lender Party or any of their property, or (2) any settlement or compromise of any such claim effected by Agent, Documentation Agent or any other Lender Party, in its sole discretion, with the event claimant (including a Credit Party), each Credit Party shall remain liable to Agent, Documentation Agent or any such Lender for the amount so repaid to the same extent as if such amount had never originally been received by Agent, Documentation Agent or any such other Lender Party, notwithstanding any termination hereof or the cancellation of any insolvency, bankruptcy, receivership, liquidation, reorganization note or other similar proceeding under the laws of any jurisdiction relating to instrument evidencing any of Parent the Obligations. To the extent that any payment to, or realization by, Documentation Agent, Agent or other Lender Party on the Joined SubsidiariesObligations exceeds the limitations of this Section 12.13 and is otherwise subject to avoidance and recovery in any such proceeding, their respective debt the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or assetsrealization exceeds such limitation, whether voluntary or involuntary, and this Agreement as limited shall in all such Secured Obligations shall be paid events remain in full force and effect and be fully enforceable against such Credit Party. This Section 12.13 is intended solely to reserve the rights of Documentation Agent, L/C Issuer, Agent and other Lender Parties hereunder against each Credit Party, in cash before any payment or distribution such proceeding to the maximum extent permitted by applicable Debtor Relief Laws and no Credit Party, guarantor of any character, whether in cash, securities the Obligations or other propertyPerson shall have any right, shall claim or defense under this Section 12.13 that would not otherwise be made to any other Persons composing Borrower thereforavailable under applicable Debtor Relief Laws in such proceeding.

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

Joint and Several Liability. (a) Each of Parent and the Joined Subsidiaries Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender Agents and Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries Borrower and in consideration of their the undertakings of the other Borrower to accept joint and several liability for the Secured Obligations. . (b) Each of Parent and the Joined SubsidiariesBorrower, jointly and severally, hereby irrevocably, absolutely irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower, with respect to the payment and performance of all of the Secured Obligations (including, without limitation, including any Secured Obligations arising under this Section 11.182.23), it being the intention of Parent and the Joined Subsidiaries parties hereto that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries each Borrower without preferences or distinction among them. Accordingly, each Borrower hereby waives any and all suretyship defenses that would otherwise be available to such Borrower under applicable law. (c) If and to the extent that any of Parent or the Joined Subsidiaries Borrower shall fail to make any payment with respect to any of the Secured Obligations as and when due due, whether upon maturity, acceleration, or otherwise, or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, event the other Persons composing Borrower will make such payment with respect to, or perform, such Secured ObligationObligations until such time as all of the Obligations are paid in full, and without the need for demand, protest, or any other notice or formality. (d) The Obligations of each Borrower under the provisions of this Section 2.23 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.23(d)) or any other circumstances whatsoever. (e) Without limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, each Borrower hereby waives presentments, demands for performance, protests and notices, including notices of acceptance of its joint and several liability, notice of any portion of the Term Loans issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Agreement, notices of the existence, creation, or incurring of new or additional Obligations or other financial accommodations or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Administrative Agent or Lenders under or in respect of any of the Obligations, any right to proceed against any other Borrower or any other Person, to proceed against or exhaust any security held from any other Borrower or any other Person, to protect, secure, perfect, or insure any security interest or Lien on any property subject thereto or exhaust any right to take any action against any other Borrower, any other Person, or any collateral, to pursue any other remedy in Administrative Agent or any Lender’s power whatsoever, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement), any right to assert against Administrative Agent or any Lender, any defense (legal or equitable) (other than performance), set-off, counterclaim, or claim which each Borrower may now or at any time hereafter have against any other Borrower or any other party liable to Administrative Agent or any Lender, any defense (other than performance), set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Obligations or any security therefor, and any right or defense arising by reason of any claim or defense based upon an election of remedies by Administrative Agent or any Lender including any defense based upon an impairment or elimination of such Borrower’s rights of subrogation, reimbursement, contribution, or indemnity of such Borrower against any other Borrower. Without limiting the generality of the foregoing, each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Administrative Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Administrative Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of Administrative Agent or any Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.23 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.23, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.23 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.23 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower, Administrative Agent or any Lender. Each Borrower waives, to the fullest extent permitted by law, the benefit of Parent any statute of limitations affecting its liability hereunder or the enforcement hereof. Any payment by any Borrower or other circumstance which operates to toll any statute of limitations as to any Borrower shall operate to toll the statute of limitations as to each Borrower. Each Borrower waives any defense based on or arising out of any defense of any Borrower or any other Person, other than payment of the Obligations to the extent of such payment, based on or arising out of the disability of any Borrower or any other Person, or the validity, legality, or unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower other than payment of the Obligations to the extent of such payment. Agent may, at the election of the Required Lenders, foreclose upon any Collateral held by Administrative Agent by one or more judicial or non-judicial sales or other dispositions, whether or not every aspect of any such sale is commercially reasonable or otherwise fails to comply with applicable law or may exercise any other right or remedy Administrative Agent or any Lender may have against any Borrower or any other Person, or any security, in each case, without affecting or impairing in any way the liability of any Borrower hereunder except to the extent the Obligations have been paid. (f) Each Borrower represents and warrants to Administrative Agent and Lenders that such Borrower is currently informed of the Joined Subsidiaries financial condition of Borrower and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Administrative Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of Borrower’s financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. (g) The provisions of this Section 2.23 are made for the benefit of Administrative Agent, each Lender, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Administrative Agent, any Lender, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.23 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.23 will forthwith be reinstated in effect, as though such payment had not been made. (h) Each Borrower hereby agrees that it will not enforce any of its rights that arise from the existence, payment, performance or enforcement of the provisions of this Section 2.23, including rights of subrogation, reimbursement, exoneration, contribution or subrogation indemnification and any right to participate in any claim or remedy of Administrative Agent or any Lender against any other Persons composing Borrower with respect to any liability incurred by it hereunder Borrower, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from any Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of the other Loan Documentssuch claim, any payments made by it to Lender with respect to any of the Secured Obligations remedy or any collateral security therefor right, unless and until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries Borrower may have against any other Persons composing Borrower with respect to any payments to Administrative Agent or any Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent Borrower, its debts or the Joined Subsidiaries, their respective debt or its assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor. If any amount shall be paid to any Borrower in violation of the immediately preceding sentence, such amount shall be held in trust for the benefit of Administrative Agent and the Lenders, and shall forthwith be paid to Administrative Agent to be credited and applied to the Obligations and all other amounts payable under this Agreement, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Obligations or other amounts payable under this Agreement thereafter arising. Notwithstanding anything to the contrary contained in this Agreement, no Borrower may exercise any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and may not proceed or seek recourse against or with respect to any property or asset of, any other Borrower (the “Foreclosed Borrower”), including after payment in full of the Obligations, if all or any portion of the Obligations have been satisfied in connection with an exercise of remedies in respect of the Capital Stock of such Foreclosed Borrower whether pursuant to this Agreement or otherwise. (i) Each Borrower hereby acknowledges and affirms that it understands that to the extent the Obligations are secured by Real Property (as such term is defined in the Security Agreement) located in California, Borrower shall be liable for the full amount of the liability hereunder notwithstanding the foreclosure on such Real Property by trustee sale or any other reason impairing such Borrower’s right to proceed against any other Loan Party. In accordance with Section 2856 of the California Civil Code or any similar laws of any other applicable jurisdiction, each Borrower hereby waives until such time as the Obligations have been paid in full: (i) all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to Borrower by reason of Sections 2787 to 2855, inclusive, 2899, and 3433 of the California Civil Code or any similar laws of any other applicable jurisdiction; (ii) all rights and defenses that Borrower may have because the Obligations are secured by Real Property (as such term is defined in the Security Agreement) located in California, meaning, among other things, that: (A) Administrative Agent and the Lenders may collect from Borrower without first foreclosing on any real or personal property collateral pledged by any Loan Party, and (B) if Administrative Agent, on behalf of the Lenders, forecloses on any Real Property (as such term is defined in the Security Agreement) pledged by any Loan Party, (1) the amount of the Obligations 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 (2) Administrative Agent and the Lenders may collect from the Loan Parties even if, by foreclosing on the Real Property (as such term is defined in the Security Agreement), Administrative Agent or the Lenders have destroyed or impaired any right Borrower may have to collect from any other Loan Party, it being understood that this is an unconditional and irrevocable waiver of any rights and defenses Borrower may have because the Obligations are secured by Real Property (including any rights or defenses based upon Sections 580a, 580d, or 726 of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction); and (iii) all rights and defenses arising out of an election of remedies by Administrative Agent and the Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed Borrower’s rights of subrogation and reimbursement against any other Loan Party by the operation of Section 580d of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction or otherwise.

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

Joint and Several Liability. (a) Each of Parent and the Joined Subsidiaries Borrower is accepting joint and several liability for the Obligations hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and, with respect to Letters of Parent and the Joined Subsidiaries Credit, their Subsidiaries, and in consideration of their the undertakings of the other Borrowers to accept joint and several liability for the Secured Obligations. . (b) Each of Parent and the Joined SubsidiariesBorrower, jointly and severally, hereby irrevocably, absolutely irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Secured Obligations (including, without limitation, including any Secured Obligations arising under this Section 11.182.15), it being the intention of Parent and the Joined Subsidiaries parties hereto that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries each Borrower without preferences or distinction among them. . (c) If and to the extent that any of Parent or the Joined Subsidiaries Borrower shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, event the other Persons composing Borrower Borrowers will make such payment with respect to, or perform, such Secured ObligationObligation until such time as all of the Obligations are paid in full. (d) The Obligations of each Borrower under the provisions of this Section 2.15 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.15(d)) or any other circumstances whatsoever. (e) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability with respect to the other Borrowers, notice of any Revolving Loans or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of Parent the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the Joined Subsidiaries taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.15, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.15 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or any Agent or Lender. (f) Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of the Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. (g) The provisions of this Section 2.15 are made for the benefit of Agent, each member of the Lender Group, each Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers (to the extent provided in this Section 2.15) as often as occasion therefor may arise and without requirement on the part of Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.15 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section will forthwith be reinstated in effect, as though such payment had not been made. (h) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender Agent or Lenders with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries Borrower may have against any other Persons composing Borrower with respect to any payments to any Agent or any member of the Lender Group hereunder or under any other Loan Documents of the Bank Product Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent Borrower, its debts or the Joined Subsidiaries, their respective debt or its assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor. (i) Each Borrower hereby agrees that after the occurrence and during the continuance of any Event of Default, upon notice from the Agent, such Borrower will not demand, xxx for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Agent, and such Borrower shall deliver any such amounts to Agent for application to the Obligations in accordance with Section 2.4(b).

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

Joint and Several Liability. Each of Parent (a) Notwithstanding any contrary provision contained in this Indenture, the Notes and the Joined Subsidiaries is accepting Collateral Documents to which both of the Issuers are a party, the covenants, agreements and obligations of the Issuers, and either of them, shall be deemed joint and several liability hereunder and under the other Loan Documents in consideration obligations of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured ObligationsIssuers. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (Any waiver including, without limitation, any Secured Obligations arising under suretyship waiver, made by either Issuer in this Section 11.18)Indenture, it being the intention Notes or any Collateral Document to which both of Parent and the Joined Subsidiaries that all the Secured Obligations Issuers are a party shall be deemed to be made also by the joint other Issuer and several obligations references in any such waiver to either Issuer shall be deemed to include the other Issuer and each of Parent and the Joined Subsidiaries without preferences or distinction among them. If and them to the fullest extent that permitted by applicable law. (b) Notwithstanding any contrary provision contained in this Indenture, the Notes or any Collateral Document to which both of Parent the Issuers are a party, each such document to which both Issuers are party shall be deemed to include, without limitation, the following waivers: Each of the Issuers hereby waives and relinquishes all rights and remedies accorded by applicable law to sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including, without limitation, (i) any right to require the Joined Subsidiaries shall fail to make any payment with respect to Trustee or any of the Secured Obligations as and when due Holders (each a “Beneficiary”) to proceed against either of the Issuers or any other Person or to perform proceed against or exhaust any security held by a Beneficiary at any time or to pursue any other remedy in the power of a Beneficiary before proceeding against such Issuer or other Person, (ii) the defense of the statute of limitations in any action hereunder or in any action for the collection or performance of the Obligations under the Indenture, the Notes and any of the Secured Obligations Collateral Documents (collectively, the “Note Obligations”), (iii) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any Person or the failure of a Beneficiary to file or enforce a claim against the estate (in accordance administration, bankruptcy or any other proceeding) of any Person, (iv) appraisal, valuation, stay, extension, marshaling of assets, redemption, exemption, demand, presentment, protest and notice of any kind, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non action on the part of a Beneficiary, any Issuer, any endorser, guarantor or creditor of either Issuer or on the part of any other Person under this or any other instrument or document in connection with any Obligation or evidence of Indebtedness held by a Beneficiary as collateral or in connection with the terms thereofNote Obligations, then in each such event(v) any defense based upon an election of remedies by a Beneficiary, including, without limitation, an election to proceed by non judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of either Issuer, the right of either Issuer to proceed against the other Persons composing Borrower will make such payment with respect toIssuer or any other Person for reimbursement, or performboth, (vi) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, (vii) any duty on the part of a Beneficiary to disclose to either Issuer any facts a Beneficiary may now or hereafter know about either of the Issuers or any other Person, regardless of whether a Beneficiary has reason to believe that any such Secured Obligationfacts materially increase the risk beyond that which such Issuer intends to assume, or has reason to believe that such facts are unknown to such Issuer, or has a reasonable opportunity to communicate such facts to the either Issuer, because each Issuer acknowledges that each Issuer is fully responsible for being and keeping informed of the financial condition of each of the Issuers or any other Person and of all circumstances bearing on the risk of non payment of any Note Obligations, (viii) any defense arising because of the election of a Beneficiary, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Law, (ix) any defense based upon any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law, (x) any claim or other rights which it may now or hereafter acquire against the other Issuer or any other Person that arises from the existence of performance of each Issuer of its obligations under this Indenture, the Notes or any Collateral Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy by a Beneficiary against the other Issuer or any collateral which a Beneficiary 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 either of the Issuers or any other Person, directly or indirectly, in cash or other property or by set off or in any other manner, payment or security on account of such claim or other rights, (xi) any rights which it may acquire by way of contribution under this Indenture, the Notes or any Collateral Document, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from any other Person, directly or indirectly, in cash or other property or by set off or in any other manner, payment or security on account of such contribution rights, and (xii) any defense based on one action laws and any other anti deficiency protections granted to guarantors by applicable law. No failure or delay on the Trustee’s part in exercising any power, right or privilege under this Indenture shall impair or waive one such power, right or privilege. Each of Parent the Issuers acknowledges and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution nonrecourse or subrogation against exculpation provided for in this Indenture, the Notes or any Collateral Document, or any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any provision of this Indenture, the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations Notes or any collateral security therefor until such time as all of Collateral Document, limiting the Secured Obligations Beneficiaries’ recourse to specific collateral, or limiting the Beneficiaries’ right to enforce a deficiency judgment against the Issuers, shall have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, absolutely no application to the prior payment in full in cash of Issuers’ liability under this Indenture, the Secured Obligations and, in Notes or any Collateral Documents. (c) In the event of any insolvencyinconsistency between the provisions of this Article 13 and the corresponding provisions of this Indenture, bankruptcythe Notes or any Collateral Document to which both of the Issuers are a party, receivership, liquidation, reorganization or other similar proceeding under the laws provisions of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations this Indenture shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforgovern.

Joint and Several Liability. Each (a) Any and all obligations and liabilities of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender either Borrower under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations Agreement shall be the joint and several obligations of Parent obligation and the Joined Subsidiaries without preferences joint and several liability of the Borrowers. Except as expressly set forth in Section 7, each Borrower waives presentation to, demand of payment from and protest to the Lenders of any of the obligations and liabilities of the other Borrower hereunder and also waives notice of protest for nonpayment and notice of acceleration and notice of intent to accelerate, and all other notices of any kind. Except as expressly set forth in Section 7, each Borrower waives notice of any default by the other Borrower hereunder. The obligations and liabilities of each Borrower hereunder shall not be affected by (i) the failure of any Lender to assert any claim or distinction among them. demand or to enforce any right or remedy against the other Borrower or any other person under this Agreement or any Notes; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement or any Notes; (iv) the release of any obligation or liability of the other Borrower by any Lender; (v) the failure of any Lender to exercise any right or remedy against any Borrower; (vi) any change in the ownership of either of the Borrowers; or (vii) any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either of the Borrowers or any Lender. (b) If and to the extent that any either of Parent or the Joined Subsidiaries Borrowers shall fail to make any payment with respect to any of the Secured Obligations obligations hereunder as and when due or to perform any of the Secured Obligations such obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each obligation. (c) The obligations of Parent each Borrower under the provisions of this subsection 9.15 constitute full recourse obligations of such Borrower, enforceable in accordance with the terms of this Agreement. (d) The provisions of this subsection 9.15 are made for the benefit of the Lenders and their successors and assigns, and may be enforced by the Administrative Agent and the Joined Subsidiaries hereby agrees that it will not enforce Lenders from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of the Lenders first to marshal any of its their claims or to exercise any of their rights of contribution against the other Borrower or subrogation to exhaust any remedies available to them against the other Borrower or to resort to any other Persons composing Borrower with respect to source or means of obtaining payment of all or any liability incurred by it part of the obligations hereunder or under to elect any other remedy. The provisions of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor this subsection 9.15 shall remain in effect until such time as all of the Secured Obligations obligations hereunder shall have been paid in full or otherwise fully satisfied and all of the Commitments shall have terminated or expired. If at any time, any payment, or any part thereof, made in cash. Any claim which respect of all or any part of the obligations hereunder, is rescinded or must otherwise be restored or returned by any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in Lenders upon the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcybankruptcy or reorganization of a Borrower, receivershipor otherwise, liquidationthe provisions of this subsection 9.15 will forthwith be reinstated in effect, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all as though such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforhad not been made.

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

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

Joint and Several Liability. Each of Parent (a) The Borrowers are jointly and severally liable for the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration Obligations. The Obligations of the financial accommodations Borrowers are independent of each other, and a separate action or actions may be brought and prosecuted against any Borrower to be provided by Lender under enforce this Agreement, for the mutual benefit, directly and indirectly, irrespective of each of Parent and the Joined Subsidiaries and whether any action is brought against any other Borrower or whether any other Borrower is joined in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect any such action or actions. (b) Notwithstanding any provision to the payment and performance of all contrary contained herein or in any other of the Secured Credit Documents, to the extent the obligations of any Borrower to repay any Obligations incurred by another Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Secured applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is valid and enforceable under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code). (c) Each Borrower agrees that all indebtedness and other obligations, whether now or hereafter existing, of any Borrower or any other Subsidiary to a Borrower, and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payment to the Obligations. Each Borrower further agrees that if any amount shall be paid to or any distribution received by it (i) on account of any such indebtedness at any time after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of Obligations arising under this Section 11.18hereunder, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Lenders, and shall forthwith be delivered to the Administrative Agent in the form received (with any necessary endorsements in the case of written instruments), it being to be applied against the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences Obligations, whether or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations not matured, in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent hereof or the Joined Subsidiaries may have against applicable Credit Documents and without in any other Persons composing way discharging, limiting or otherwise affecting the liability of such Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are provision of this Agreement. (d) To the fullest extent permitted under applicable law, each Borrower hereby expressly made subordinate and junior waives any right to require the Administrative Agent or any Lender to (i) proceed against any Borrower, any other guarantor or any other party, or (ii) pursue any other remedy in right the Administrative Agent’s or any Lender’s power whatsoever. Each Borrower waives any defense based on or arising out of paymentany defense of any other Borrower, any other guarantor or any other party other than the satisfaction in full of the Obligations, including without limitation as to any increases in defense based on or arising out of the Secured Obligations arising hereunder disability of any other Borrower, any other guarantor or thereunder, to any other party or the prior payment cessation from any cause of the liability of any other Borrower other than the satisfaction in full in cash of Obligations. Each Borrower waives all presentments, demands for performance, protests and notices, including without limitation notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance, and notices of the Secured Obligations andexistence, in the event creation or incurring of any insolvency, bankruptcy, receivership, liquidation, reorganization new or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforadditional indebtedness.

Joint and Several Liability. (a) Each of Parent and the Joined Subsidiaries Borrower is accepting joint and several liability for the Obligations hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and, with respect to Letters of Parent and the Joined Subsidiaries Credit, their Subsidiaries, and in consideration of their the undertakings of the other Borrowers to accept joint and several liability for the Secured Obligations. . (b) Each of Parent and the Joined SubsidiariesBorrower, jointly and severally, hereby irrevocably, absolutely irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Secured Obligations (including, without limitation, including any Secured Obligations arising under this Section 11.182.15), it being the intention of Parent and the Joined Subsidiaries parties hereto that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries each Borrower without preferences or distinction among them. . (c) If and to the extent that any of Parent or the Joined Subsidiaries Borrower shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, event the other Persons composing Borrower Borrowers will make such payment with respect to, or perform, such Secured ObligationObligation until such time as all of the Obligations are paid in full. (d) The Obligations of each Borrower under the provisions of this Section 2.15 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.15(d)) or any other circumstances whatsoever. (e) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability with respect to the other Borrowers, notice of any Revolving Loans or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of Parent the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the Joined Subsidiaries taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.15, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.15 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or any Agent or Lender. (f) Each Borrower represents and warrants to Agent and Lenders that such Xxxxxxxx is currently informed of the financial condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of the Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. (g) The provisions of this Section 2.15 are made for the benefit of Agent, each member of the Lender Group, each Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers (to the extent provided in this Section 2.15) as often as occasion therefor may arise and without requirement on the part of Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.15 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section will forthwith be reinstated in effect, as though such payment had not been made. (h) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender Agent or Lenders with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries Borrower may have against any other Persons composing Borrower with respect to any payments to any Agent or any member of the Lender Group hereunder or under any other Loan Documents of the Bank Product Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent Borrower, its debts or the Joined Subsidiaries, their respective debt or its assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor. (i) Each Borrower hereby agrees that after the occurrence and during the continuance of any Event of Default, upon notice from the Agent, such Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Agent, and such Borrower shall deliver any such amounts to Agent for application to the Obligations in accordance with Section 2.4(b).

Joint and Several Liability. a. Each of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations Borrower hereby irrevocably designates Borrowing Agent to be provided by Lender under this Agreement, for the mutual benefit, directly its attorney and indirectly, of each of Parent and the Joined Subsidiaries agent and in consideration such capacity to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of their undertakings such Borrower or Borrowers, and hereby authorizes Lender to accept joint and several liability for pay over or credit all loan proceeds hereunder in accordance with the Secured Obligations. Each request of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also Borrowing Agent. b. The handling of this credit facility as a co-debtorborrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to Borrowers and at their request. Lender shall not incur liability to Borrowers as a result thereof. To induce Lender to do so and in consideration thereof, each Borrower hereby indemnifies Lender and holds Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of Borrowers as provided herein, reliance by Lender on any request or instruction from Borrowing Agent or any other action taken by Lender with respect to this Section 2.9 except due to willful misconduct or gross negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment). c. All Obligations shall be joint and several several, and each Borrower shall make payment upon the maturity of the Obligations by 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 Lender to any Borrower, failure of Lender to give any Borrower notice of borrowing or any other notice, any failure of Lender to pursue or preserve its rights against any Borrower, the release by Lender of any Collateral now or thereafter acquired from any Borrower, and such agreement by each Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Lender to the other Borrowers or any Collateral for such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship defenses. d. Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or hereafter have against the other Borrowers or other Person directly or contingently liable for the Obligations hereunder, or against or with respect to the payment and performance of all of the Secured Obligations other Borrowers’ Property (including, without limitation, any Secured Obligations arising under this Section 11.18property which is Collateral for the Obligations), it being arising from the intention existence or performance of Parent this Agreement, until termination of this Agreement and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any repayment in full of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

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

Joint and Several Liability. (a) Each of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations Borrower hereby irrevocably designates Borrowing Agent to be provided by Lender under this Agreement, for the mutual benefit, directly its attorney and indirectly, of each of Parent and the Joined Subsidiaries agent and in consideration such capacity to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of their undertakings such Borrower or Borrowers, and hereby authorizes Lender to accept joint and several liability for pay over or credit all loan proceeds hereunder in accordance with the Secured Obligations. Each request of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also Borrowing Agent. (b) The handling of this credit facility as a co-debtorborrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to Borrowers and at their request. Lender shall not incur liability to Borrowers as a result thereof. To induce Lender to do so and in consideration thereof, joint each Borrower hereby indemnifies Lender and several liability holds Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of Borrowers as provided herein, reliance by Lender on any request or instruction from Borrowing Agent or any other action taken by Lender with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18)18 except due to willful misconduct or gross (not mere) negligence by the indemnified party. (c) Notwithstanding anything to the contrary contained herein, it being the intention all Obligations of Parent and the Joined Subsidiaries that all the Secured Obligations each Borrower hereunder shall be the joint and several obligations of Parent Borrowers. (d) Notwithstanding any provisions of this Agreement to the contrary, it is intended that the joint and several nature of the Obligations of Borrowers, and the Joined Subsidiaries without preferences liens and security interests granted by Borrowers to secure the Obligations, not constitute a "Fraudulent Conveyance" (as defined below). Consequently, Lender and Borrowers agree that if the Obligations of a Borrower, or distinction among them. If and to any liens or security interests granted by such Borrower securing the extent that any Obligations, would, but for the application of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereofthis sentence, then in each such eventconstitute a Fraudulent Conveyance, the other Persons composing Obligations of such Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral liens and security therefor until interests securing such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment valid and enforceable only to the maximum extent that would not cause such Obligations or distribution such lien or security interest to constitute a Fraudulent Conveyance, and the Obligations of such Borrower and this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, "Fraudulent Conveyance" means a fraudulent conveyance under Section 548 of Chapter 11 of Title II of the United States Code (11 U.S.C. ss. 101, et seq.), as amended (the "BANKRUPTCY CODE"), or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any characterfraudulent conveyance or fraudulent transfer law or similar law of any state, whether in cash, securities nation or other propertygovernmental unit, shall be made as in effect from time to any other Persons composing Borrower therefortime.

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

Joint and Several Liability. (a) Each Seller hereby acknowledges and agrees that the Seller shall be jointly and severally liable to the Agent and each Buyer to the maximum extent permitted by applicable law for all representations, warranties, covenants, obligations and indemnities of Parent all of the Sellers hereunder. (b) Each Seller hereby agrees that, to the extent another Seller shall have paid more than its proportionate share of any payment made hereunder, the Seller shall be entitled to seek and receive contribution from and against any other Seller which has not paid its proportionate share of such payment; provided however, that the provisions of this clause shall in no respect limit the obligations and liabilities of any Seller to the Agent or any Buyer, and, notwithstanding any payment or payments made by any Seller (the “paying Seller”) hereunder or any set-off or application of funds of the paying Seller by the Agent or any Buyer, the paying Seller shall not be entitled to be subrogated to any of the rights of the Agent or any Buyer against any other Seller or any collateral security or guarantee or right of offset held by the Agent or any Buyer, nor shall the paying Seller seek or be entitled to seek any contribution or reimbursement from the other Seller in respect of payments made by the paying Seller hereunder, until all amounts owing to the Agent or any Buyer by the Sellers under the Repurchase Documents are paid in full. If any amount shall be paid to the paying Seller on account of such subrogation rights at any time when all such amounts shall not have been paid in full, such amount shall be held by the paying Seller in trust for the Agent and any applicable Buyer, segregated from other funds of the paying Seller, and shall, forthwith upon receipt by the paying Seller, be turned over to the Agent and any applicable Buyer in the exact form received by the paying Seller (duly indorsed by the paying Seller to the Agent or any applicable Buyer, if required), to be applied against amounts owing to the Agent and any Buyer by the Sellers under the Repurchase Documents, whether matured or unmatured, in such order as the Agent may determine. (c) Each Seller shall remain obligated under this Section 13.10 notwithstanding that, without any reservation of rights against the Seller and without notice to or further assent by the Seller, any demand by the Agent for payment of any amounts owing to the Agent or any Buyer by any other Seller under the Repurchase Documents may be rescinded by the Agent and any the payment of any such amounts may be continued, and the Joined Subsidiaries is accepting joint liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Agent, and several liability hereunder this Agreement and the other Repurchase Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Agent may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Agent for the payment of amounts owing to the Agent or any Buyer by the Sellers under the Repurchase Documents may be sold, exchanged, waived, surrendered or released. The Agent shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for amounts owing to the Agent or any Buyer by the Sellers under the Repurchase Documents, or any property subject thereto. When making any demand hereunder against any Seller, the Agent may, but shall be under no obligation to, make a similar demand on any other Loan Documents Seller, and any failure by the Agent to make any such demand or to collect any payments from any other Seller, or any release of such other Seller shall not relieve any Seller in consideration respect of which a demand or collection is not made or the Sellers not so released of their obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the financial accommodations Agent or the Buyer against the Sellers. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. (d) Each Seller waives any and all notice of the creation, renewal, extension or accrual of any amounts at any time owing to the Agent or any Buyer by any other Seller under the Repurchase Documents and notice of or proof of reliance by the Agent or the Buyers upon the Seller or acceptance of the obligations of the Seller under this Section 13.10, and all such amounts, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Sellers under this Section 13.10; and all dealings between the Sellers, on the one hand, and the Agent and the Buyers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the obligations of the Sellers under this Section 13.10. Each Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller with respect to any amounts at any time owing to the Agent or the Buyers by the Seller under the Repurchase Documents, other than such notices as are expressly required to be provided given under this Agreement or any of the other Repurchase Documents. Each Seller understands and agrees that it shall continue to be liable under this Section 13.10 without regard to (a) the validity, regularity or enforceability of any other provision of this Agreement or any other Repurchase Document, any amounts at any time owing to the Agent or the Buyers by Lender the Sellers under the Repurchase Documents, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Buyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Seller against the Agent or any Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Sellers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Sellers for any amounts owing to the Agent or the Buyers by the Sellers under the Repurchase Documents, or of the Sellers under this Agreement, for in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Seller, the mutual benefitAgent and any Buyer may, directly but shall be under no obligation to, pursue such rights and indirectlyremedies as it may have against the Seller or any other Person or against any collateral security or guarantee related thereto or any right of offset with respect thereto, and any failure by the Agent or any Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Seller of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of Parent and the Joined Subsidiaries and Agent or any Buyer against Seller. (e) Anything herein or in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect any other Repurchase Document to the payment and performance contrary notwithstanding, the maximum liability of all any Seller hereunder in respect of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any liabilities of the other Loan Documents, any payments made Sellers under this Agreement and the other Repurchase Documents shall in no event exceed the amount which can be guaranteed by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or Seller under any other Loan Documents are hereby expressly made subordinate applicable federal and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, state laws relating to the prior payment in full in cash insolvency of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefordebtors.

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

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

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

Joint and Several Liability. (a) Each of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations Borrower hereby irrevocably designates Borrowing Agent to be provided by Lender under this Agreement, for the mutual benefit, directly its attorney and indirectly, of each of Parent and the Joined Subsidiaries agent and in consideration such capacity to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of their undertakings such Borrower or Borrowers, and hereby authorizes Lender to accept joint and several liability for pay over or credit all loan proceeds hereunder in accordance with the Secured Obligations. Each request of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also Borrowing Agent. (b) The handling of this credit facility as a co-debtorborrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to Borrowers and at their request. Lender shall not incur liability to Borrowers as a result thereof. To induce Lender to do so and in consideration thereof, joint each Borrower hereby indemnifies Lender and several liability holds Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of Borrowers as provided herein, reliance by Lender on any request or instruction from Borrowing Agent or any other action taken by Lender with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18)18 except due to willful misconduct or gross (not mere) negligence by the indemnified party. (c) Notwithstanding anything to the contrary contained herein, it being the intention all Obligations of Parent and the Joined Subsidiaries that all the Secured Obligations each Borrower hereunder shall be the joint and several obligations of Parent Borrowers. (d) Notwithstanding any provisions of this Agreement to the contrary, it is intended that the joint and several nature of the Obligations of Borrowers, and the Joined Subsidiaries without preferences liens and security interests granted by Borrowers to secure the Obligations, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, Lender and Borrowers agree that if the Obligations of a Borrower, or distinction among them. If and to any liens or security interests granted by such Borrower securing the extent that any Obligations, would, but for the application of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereofthis sentence, then in each such eventconstitute a Fraudulent Conveyance, the other Persons composing Obligations of such Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral liens and security therefor until interests securing such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment valid and enforceable only to the maximum extent that would not cause such Obligations or distribution such lien or security interest to constitute a Fraudulent Conveyance, and the Obligations of such Borrower and this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of Chapter 11 of Title II of the United States Code (11 U.S.C. § 101, et seq.), as amended (the “Bankruptcy Code”), or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any characterfraudulent conveyance or fraudulent transfer law or similar law of any state, whether in cash, securities nation or other propertygovernmental unit, shall be made as in effect from time to any other Persons composing Borrower therefortime.

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

Joint and Several Liability. Each of Parent (a) All obligations and liabilities under this Note (the Joined Subsidiaries is accepting “Obligations”) shall be joint and several liability hereunder (solidary), and under the Companies shall make payment upon the maturity of the Obligations by acceleration or otherwise, and the Obligations on the part of the Companies shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to any Company, failure of the Holder to give any Company any notice, any failure of the Holder to pursue to preserve its rights against any Company, the release by the Holder of any collateral now or hereafter acquired by any Company, and such agreement by any Company to pay upon any notice issued pursuant hereto is unconditional and unaffected by prior recourse by the Holder to any Company or any collateral for such Company’s Obligations or the lack thereof. (b) Each Company expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which such Company may now or hereafter have against the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, or other person or entity directly or contingently liable for the mutual benefitObligations, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability or against or with respect to the payment and performance of all of the Secured Obligations any other’s property (including, without limitation, any Secured Obligations arising under this Section 11.18property which is collateral for the Obligations), it being arising from the intention existence or performance of Parent and the Joined Subsidiaries that this Note, until all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been indefeasibly paid in full in cash. Any claim which any of Parent or and this Note and the Joined Subsidiaries may Ancillary Agreements have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate been irrevocably terminated. (c) Each Company represents and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, warrants to the prior payment Holder that (i) Companies have one or more common shareholders, directors and officers, (ii) the businesses and corporate activities of Companies are closely related to, and substantially benefit, the business and corporate activities of Companies, (iii) the financial and other operations of Companies are performed on a combined basis as if Companies constituted a consolidated corporate group, (iv) Companies will receive a substantial economic benefit from entering into this Note and will receive a substantial economic benefit from the application of each amount hereunder, in full in cash each case, whether or not such amount is used directly by any Company and (v) all loans hereunder are for the exclusive and indivisible benefit of the Secured Obligations andCompanies as though, in for purposes of this Note, the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforCompanies constituted a single entity.

Joint and Several Liability. (a) The Obligations of the Borrowers hereunder shall be joint and several in nature regardless of which such Person actually receives or received (or receives or received the proceeds of) Loans, Letters of Credit and other extensions of credit hereunder or the amount of such Loans, Letters of Credit and other extensions of credit received or the manner in which the Administrative Agent or any Lender accounts for such Loans, Letters of Credit and other extensions of credit on its books and records. Each Borrower’s obligations with respect to Loans, Letters of Parent Credit and other extensions of credit made to it hereunder, and each such Borrower’s obligations arising as a result of the Joined Subsidiaries is accepting joint and several liability of such Borrower hereunder, with respect to Loans, Letters of Credit and other extensions of credit made to and other Obligations owing by the other Borrowers hereunder shall be primary obligations of each such Borrower. (b) The obligations of the Borrowers under clause (a) above are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by Applicable Law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section that the obligations of the Borrowers hereunder shall be absolute and unconditional under any and all circumstances. Each Borrower agrees that with respect to its obligations under the foregoing clause (a), such Borrower shall have no right of subrogation, indemnity, reimbursement or contribution against the any other Loan Documents Borrower for amounts paid under this Section until such time as the Obligations have been paid in consideration full and the Revolving Commitments have expired or terminated. Without limiting the generality of the financial accommodations foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Borrower under the foregoing clause (a), which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to any Borrower, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of any of the Credit Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, or any other agreement or instrument referred to in such Credit Documents, Secured Swap Agreements or Secured Treasury Management Agreements, shall be done or omitted; (iii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Credit Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, or any other agreement or instrument referred to in such Credit Documents, Secured Swap Agreements or Secured Treasury Management Agreements, shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (iv) any Lien granted to, or in favor of, the Administrative Agent, the Collateral Agent or any Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or (v) any of the Obligations shall be determined to be provided by Lender under this Agreementvoid or voidable (including, without limitation, for the mutual benefit, directly and indirectly, benefit of each any creditor of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect any Borrower) or shall be subordinated to the payment and performance claims of all of the Secured Obligations any Person (including, without limitation, any Secured Obligations arising creditor of any Borrower). (c) With respect to its obligations under this Section 11.18the foregoing clause (a), it being each Borrower hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences Administrative Agent or distinction among them. If and to the extent that any of Parent Lender exhaust any right, power or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due remedy or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation proceed against any other Persons composing Borrower with respect to any liability incurred by it hereunder or Person under any of the other Loan Credit Documents, any payments made by it Secured Swap Agreement, any Secured Treasury Management Agreement, or any other agreement or instrument referred to Lender with respect to in such Credit Documents, Secured Swap Agreements, Secured Treasury Management Agreements, or against any other Person under any other guarantee of, or security for, any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

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

Joint and Several Liability. (a) Each of Parent and the Joined Subsidiaries Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender the Credit Parties under this Agreement, Credit Agreement for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries Borrower and in consideration of their the undertakings of the other Borrowers to accept joint and several liability for the Secured Loan Document Obligations. . (b) Each of Parent and the Joined SubsidiariesBorrower, jointly and severally, hereby irrevocably, absolutely irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18)Loan Document Obligations, it being the intention of Parent and the Joined Subsidiaries parties hereto that all of the Secured Loan Document Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries each Borrower without preferences or distinction among them. Accordingly, each Borrower hereby waives any and all suretyship defenses that would otherwise be available to such Borrower under applicable law. (c) If and to the extent that any of Parent or the Joined Subsidiaries Borrower shall fail to make any payment with respect to any of the Secured Loan Document Obligations as and when due due, whether upon maturity, acceleration, or otherwise, or to perform any of the Secured Loan Document Obligations in accordance with the terms thereof, then in each such event, event the other Persons composing Borrower Borrowers will make such payment with respect to, or perform, such Secured ObligationLoan Document Obligations until such time as all of the Loan Document Obligations are paid in full, and, except as otherwise expressly provided in the Loan Documents, without the need for demand, protest, or any other notice or formality. (d) The obligations of each Borrower under the provisions of this Section 2.12 constitute the absolute and unconditional, full recourse obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Credit Agreement or any other Loan Document or any other circumstance whatsoever. (e) Each Borrower hereby waives, for the benefit of the Credit Parties: (a) any right to require any Credit Party, as a condition of payment or performance by such Borrower, to (i) proceed against any other Borrower, any Guarantor or any other Person, (ii) proceed against or exhaust any security held from any other Borrower, any Guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Credit Party in favor of any other Borrower, any Guarantor or any other Person, or (iv) pursue any other remedy in the power of any Credit Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any other Borrower or any Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Loan Document Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any other Borrower or any Guarantor from any cause other than payment in full of the Loan Document Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Credit Party’s errors or omissions in the administration of the Loan Document Obligations (other than those constituting gross negligence, bad faith or willful misconduct); (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Borrower’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Borrower’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Credit Party protect, secure, perfect or insure any security interest or Lien or any property subject thereto; (f) except as otherwise expressly provided in the Loan Documents, notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default, notices of any renewal, extension or modification of the Loan Document Obligations or any agreement related thereto, notices of any extension of credit to such Borrower and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the ability of or exonerate guarantors or sureties, or which may conflict with the terms hereof. (f) Each Borrower represents and warrants to the Credit Parties that such Borrower is currently informed of the financial condition of the other Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Loan Document Obligations. Each Borrower further represents and warrants to the Credit Parties that such Borrower has read and understands the terms and conditions of Parent the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of each other Borrower’s financial condition and of all other circumstances which bear upon the Joined Subsidiaries risk of nonpayment or nonperformance of the Loan Document Obligations. (g) The provisions of this Section 2.12 are made for the benefit of each Credit Party and its successors and permitted assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of any Credit Party of any of its successors or permitted assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or any Guarantor or to exhaust any remedies available to it or them against any Borrower or any Guarantor or to resort to any other source or means of obtaining payment of any of the Loan Document Obligations or to elect any other remedy. The provisions of this Section 2.12 shall remain in effect until the occurrence of the Termination Date. If at any time any payment, or any part thereof, made in respect of any of the Loan Document Obligations is rescinded or must otherwise be restored or returned by any Credit Party upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.12 will forthwith be reinstated in effect, as though such payment had not been made. (h) Each Borrower hereby agrees that it will not enforce any of its rights that arise from the existence, payment, performance or enforcement of the provisions of this Section 2.12, including rights of subrogation, reimbursement, exoneration, contribution or subrogation indemnification and any right to participate in any claim or remedy of any Credit Party against any other Persons composing Borrower with respect to any liability incurred by it hereunder Borrower, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from any Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cashTermination Date has occurred. Any claim which any of Parent or the Joined Subsidiaries Borrower may have against any other Persons composing Borrower with respect to any payments to Lender any Credit Party hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, payment to the prior payment in full in cash occurrence of the Secured Obligations Termination Date and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent Borrower, its debts or the Joined Subsidiaries, their respective debt or its assets, whether voluntary or involuntary, all such Secured Obligations the Termination Date shall be paid in full in cash occur before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor. If any amount shall be paid to any Borrower in violation of the immediately preceding sentence, such amount shall be held in trust for the benefit of the Credit Parties, and shall forthwith be paid to Administrative Agent to be credited and applied to the Loan Document Obligations and all other amounts payable under this Credit Agreement, whether matured or unmatured, in accordance with the terms of this Credit Agreement, or to be held as Collateral for any Loan Document Obligations or other amounts payable under this Credit Agreement thereafter arising.

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

Joint and Several Liability. Each (a) The representations, covenants, warranties and obligations of Parent Borrower hereunder are joint and several. In the event of (i) any payment by any one or more of the Borrowers of any amount in excess of its respective Proportional Amount, or (ii) the foreclosure of, or the delivery of deeds in lieu of foreclosure relating to, any of the Collateral owned by one or more of the Borrowers, each Borrower (the “Overpaying Borrower”) that has paid more than its Proportional Amount or whose Collateral or assets have been utilized to satisfy obligations under the Loan or otherwise for the benefit of one or more other Borrowers shall be entitled, after payment in full of the Indebtedness and the Joined Subsidiaries is accepting joint and several liability hereunder and satisfaction of all the Borrowers’ other obligations to the Lender under the Loan Documents, to contribution from each of the benefited Borrowers (i.e., the Borrowers, other than the Overpaying Borrower, who have paid less than their respective Proportional Amount or whose Collateral or assets have not been so utilized to satisfy obligations under the Loan), for the amounts so paid, advanced or benefited, up to such benefited Borrower’s then current Proportional Amount. Such right to contribution shall be subordinate in all respects to the Loan. As used herein, the “Proportional Amount” with respect to any Borrower shall equal the amount derived as follows: (a) the ratio of the aggregate amount of the Loan allocable to the Property or Properties in which such Borrower has an interest to the then outstanding Principal Indebtedness; times (b) the aggregate amount paid or payable by the Borrowers under the Loan Documents (including interest). (b) Notwithstanding the foregoing or anything in this Agreement or the other Loan Documents in consideration to the contrary, the maximum amount of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of Principal Indebtedness that each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability following Borrowers shall be liable for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect under Loan Documents shall be limited to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and amount listed next to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such eventBorrower’s name below: (i) Maxserv, the other Persons composing Borrower will make such payment with respect toInc. - $25,410,000. (ii) Xxxx Xxxxxxxx No. 13, or performLLC - $4,070,000 (iii) Sears Holdings Management Corporation - $246,070,000 (iv) SHC Desert Springs, such Secured Obligation. Each LLC - $7,370,000 (v) KMART of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any Illinois, LLC - $3,520,000 (vi) KMART of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan DocumentsWashington, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforLLC – $9,790,000.

Joint and Several Liability. (a) Each Borrower is jointly and severally liable for all of Parent the Obligations regardless of which such Person actually receives or received (or receives or received the proceeds of) Loans, Letters of Credit and other extensions of credit hereunder or the Joined Subsidiaries is accepting amount of such Loans, Letters of Credit and other extensions of credit received or the manner in which the Administrative Agent, the L/C Issuer, any Lender or any other holder of Obligations accounts for such Loans, Letters of Credit and other extensions of credit on its books and records. Each Borrower’s obligations with respect to Loans, Letters of Credit and other extensions of credit made to it hereunder and each such Borrower’s obligations arising as a result of the joint and several liability hereunder of such Borrower hereunder, with respect to Loans, Letters of Credit and under other extensions of credit made to and other Obligations owing by the other Loan Documents in consideration of the financial accommodations to Borrowers hereunder, shall be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, primary obligations of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept such Borrower. (b) The joint and several liability of each Borrower under clause (a) above is absolute and unconditional, irrespective of the value, genuineness, validity or regularity of any of the Loan Documents or any other document relating to the Obligations or the enforceability of the Loan Documents or any other document relating to the Obligations against any Person other than such Borrower or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Secured Obligations. Each , and, to the fullest extent permitted by applicable law, irrespective of Parent and any law or regulation or other circumstance whatsoever (other than payment of the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as Obligations in full) which might otherwise constitute a legal or equitable discharge or defense of a surety but also as a co-debtoror guarantor, it being the intent of this Section 2.16 that the joint and several liability of each Borrower the foregoing clause (a) shall be absolute and unconditional under any and all circumstances. Each Borrower agrees that with respect to its Obligations under the payment and performance foregoing clause (a), such Borrower shall have no right of all of the Secured Obligations (includingsubrogation, without limitationindemnity, reimbursement or contribution against any Secured Obligations arising other Borrower for amounts paid under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor 2.16 until such time as all of the Secured Loans and all other Obligations (other than indemnification and other contingent obligations not yet due) have been paid in full in cashand the Commitments have expired or terminated. Any claim which any Without limiting the generality of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of paymentforegoing, without limitation as to any increases in the Secured Obligations arising hereunder or thereunderit is agreed that, to the prior payment in full in cash fullest extent permitted by law, the occurrence of any one or more of the Secured Obligations and, in following shall not alter or impair the event joint and several liability of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding each Borrower under the laws of foregoing clause (a), which shall remain absolute and unconditional as described above: (i) at any jurisdiction relating time or from time to time, without notice to any Borrower, the time for any performance of Parent or compliance with any of the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in full in cash before any payment or distribution of the provisions of any character, whether in cash, securities of the Loan Documents or any other property, document relating to the Obligations shall be made done or omitted; provided, however, that the foregoing shall not be deemed a waiver by any Borrower of any right to receive notice expressly granted to such Borrower under any Loan Document or any such other Persons composing Borrower therefor.documents;

Joint and Several Liability. Each of (a) Parent and the Joined Subsidiaries is accepting joint Surviving Corporation and several liability hereunder their respective officers, directors, agents, representatives, stockholders, and under employees, and each Person, if any, who controls or may control Parent or the other Loan Documents in consideration Surviving Corporation within the meaning of the financial accommodations Securities Act or the Exchange Act (each hereinafter referred to individually as a “Parent Indemnified Person” and collectively as “Parent Indemnified Persons”) shall be provided indemnified by Lender under this Agreement, for the mutual benefit, directly and indirectly, Company Preferred Stockholders (other than those dissenting stockholders exercising rights of each appraisal within Section 262 of Parent the DGCL who do not receive a portion of the Total Consideration) and the Joined Subsidiaries Management Carve-Out Recipients from and against any and all claims, demands, suits, actions, causes of action, losses, costs, damages, liabilities and expenses including reasonable attorneys’ fees, other professionals’ and experts’ reasonable fees, and court or arbitration costs, not including claims for lost profits, lost revenues or business opportunities (hereinafter collectively referred to as “Damages”) arising out of: (i) any breach of any of the representations, warranties or covenants given or made by Company in consideration this Agreement or in the Company Disclosure Letter or in any certificate delivered by or on behalf of Company or an officer of Company pursuant hereto and (ii) any payments by Parent to Company Stockholders who exercise and perfect their undertakings appraisal rights in accordance with Section 7.3, where such payments arise out of the exercise of such rights. The liability of a Company Preferred Stockholder or Management Carve-Out Recipient pursuant to accept joint and several liability for this Section 11.2.1 (a) shall not exceed the Secured Obligations. Each lesser of (i) such Company Preferred Stockholder’s or Management Carve-Out Recipient’s, as the case may be, Pro Rata Share of the General Escrow Funds, as adjusted herein or (ii) such Company Preferred Stockholder’s or Management Carve-Out Recipient’s, as the case may be, Pro Rata Share of such Damages. (b) In the event of fraud, willful misrepresentation, or willful misconduct by the Company, the Parent Indemnified Persons shall be indemnified by the Principal Stockholders and the Joined SubsidiariesManagement Carve-Out Recipients against Damages arising out of such fraud, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect willful misrepresentation or willful misconduct by the Company to the payment and performance extent such Damages exceed the remaining General Escrow Funds; provided that the liability of all such a Principal Stockholder or Management Carve-Out Recipient pursuant to this Section 11.2.1(b) shall not exceed the lesser of (i) the portion of the Secured Obligations Total Consideration actually received by such Principal Stockholder, or, in the case of a Management Carve-Out Recipient, the portion of the Management Carve-Out Amount received by such Management Carve-Out Recipient or (includingii) such Principal Stockholder’s or Management Carve-Out Recipient’s, without limitationas the case may be, Pro Rata Share of such Damages. (c) Each Company Preferred Stockholder and Management Carve-Out Recipient shall, severally and not jointly, indemnify and hold harmless the Parent Indemnified Persons from and against any Secured Obligations and all Damages arising out of breach of the representations, warranties or covenants given or made by such Company Preferred Stockholder or such Management Carve-Out Recipient in such Company Preferred Stockholder’s or Management Carve-Out Recipient’s Investment Representation Letter. In no event shall any Company Preferred Stockholder or Management Carve-Out Recipient have any indemnification obligations under this Section 11.18), it being the intention 11.2(c) or be liable for any Damages arising out of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any breach of the Secured Obligations as and when due representations, warranties or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, covenants given or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations other Company Preferred Stockholders or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforManagement Carve-Out Recipients.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting Parties in Interest. (a) All Obligations which are incurred by two or more Related Persons shall be their joint and several liability hereunder obligations and under liabilities. All grants, rights, covenants and agreements contained in the other Loan Documents in consideration shall bind and inure to the benefit of the financial accommodations parties thereto and their respective successors and assigns; provided, however, that no Related Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all Lenders. Neither any Related Person nor any Affiliate of any Related Person shall directly or indirectly purchase or otherwise retire any Obligations owed to be provided by any Lender under this Agreementnor will any Lender knowingly accept any offer to do so, for unless each Lender shall have received substantially the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability same offer with respect to the payment and performance same Percentage Share of the Obligations owed to it. If any Related Person or any Affiliate of any Related Person at any time purchases some but less than all of the Secured Obligations owed to Administrative Agent and all Lenders, such purchaser shall not be entitled to any rights under the Loan Documents unless and until such Persons and their Affiliates have purchased all of the Obligations. (includingb) No Lender shall sell any participation interest in its commitment to make Advances or any of its rights under its Loan or under the Loan Documents to any Person other than an Eligible Transferee, and then only if the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Related Person under Sections 2.13 through 2.17 of amounts in excess of those payable to such Lender under such sections (determined without limitation, any Secured Obligations arising under this Section 11.18regard to the sale of such participation), it being and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the intention consent of Parent such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 9.1. No Lender selling such a participation shall, as between the other parties hereto and the Joined Subsidiaries that all the Secured Obligations shall such Lender, be the joint and several obligations relieved of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to Administrative Agent and Borrower. (c) Except for sales of participations under the immediately preceding subsection (b), no Lender shall make any assignment or the Joined Subsidiaries shall fail transfer of any kind of its commitment to make any payment with respect to Advances or any of its rights under its Loan or under the Secured Obligations as Loan Documents, except for assignments to an Eligible Transferee, and when due or to perform any of the Secured Obligations then only if such assignment is made in accordance with the terms thereoffollowing requirements: (i) Each such assignment: (1) shall apply to all Obligations owing to the assignor Lender under this Agreement and to the unused portion of the assignor Lender's commitment to make Advances, then so that after such assignment is made the assignor Lender shall have a fixed (and not a varying) Percentage Share (which shall be zero percent (0%) in the case of a total assignment) and be committed to make that Percentage Share of all future Advances and the assignee shall have a fixed (and not a varying) Percentage Share and be committed to make that Percentage Share of all future Advances, and (2) shall be in such an amount that, after such assignment is made, neither the assignor Lender nor the assignee will have interests in Loans and Notes under this Agreement which, together with their respective unused commitments to make Advances (and any other Loans which may be held by them hereunder), will be less than $15,000,000 in the aggregate (provided that such $15,000,000 limit shall not apply to any assignment made during the existence of any Event of Default). (ii) The parties to each such eventassignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the "Register" (as defined below in this section), an Assignment and Acceptance in the form of Exhibit F, appropriately completed, together with the Note subject to such assignment and a processing fee payable to Administrative Agent of $3000. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then (1) Borrower shall issue new Notes to such assignor (if appropriate) and assignee, and (2) as of the "Settlement Date" specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and Administrative Agent shall thereupon deliver to Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Persons composing Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for Federal income tax purposes, shall (to the extent it has not already done so) provide Administrative Agent and Borrower with the "Prescribed Forms" referred to in Section 2.17(d). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loan and Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with Administrative Agent and each other Lender hereunder that such assignee understands and agrees to the terms of this Agreement, including Section 2.11 and Article VIII hereof. (f) Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the Lenders and the commitment to make such payment with respect Advances of, and principal amount of the Loan owing to, or perform, such Secured Obligationeach Lender from time to time (in this section called the "Register"). Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases The entries in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations andRegister shall be conclusive, in the event absence of any insolvencymanifest error, bankruptcyand Borrower, receivership, liquidation, reorganization or other similar proceeding under Administrative Agent and Lenders may treat each person whose name is recorded in the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, Register as a Lender hereunder for all such Secured Obligations purposes. The Register shall be paid in full in cash before available for inspection by Borrower or any payment or distribution of Lender at any character, whether in cash, securities or other property, shall be made reasonable time and from time to any other Persons composing Borrower therefortime upon reasonable prior notice.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations Borrowers shall be liable for all amounts due to be provided by Lender under this Agreement, regardless of which Borrower actually receives the Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Lender accounts for the mutual benefitsuch Loans, directly Letter of Credit Accommodations or other extensions of credit on its books and indirectlyrecords. The Obligations with respect to Loans made to a Borrower, of each of Parent and the Joined Subsidiaries and in consideration Obligations arising as a result of their undertakings to accept the joint and several liability for the Secured Obligationsof a Borrower hereunder, with respect to Loans made to another Borrower hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely The Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of a Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the payment and performance other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of all (a) the validity or enforceability, avoidance or subordination of the Secured Obligations (including, without limitation, of another Borrower or of any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that promissory note or other document evidencing all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any part of the Secured Obligations as and when due or to perform any of the Secured other Borrowers, (b) the absence of any attempt to collect the Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under from any of the other Loan DocumentsBorrowers, any payments made Obligor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by it to Lender with respect to any provisions of any instrument evidencing the Obligations of the Secured Obligations other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to Lender, (d) the failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral security therefor until such time as all for the Obligations of any of the Secured other Borrowers, (e) the election of Lender in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of Lender for the repayment of the Obligations have been paid in full in cash. Any claim of the other Borrowers under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of any Obligor or any of Parent the other Borrowers, other than the wilful misconduct, gross negligence or the Joined Subsidiaries may have against any other Persons composing Borrower with bad faith of Lender as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. With respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash as a result of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor.joint and several liability of

Joint and Several Liability. Section 20.01 Each of Parent and the Joined Subsidiaries Borrower is accepting joint and several liability hereunder and under the other Loan Documents this Agreement in consideration of the financial accommodations to be provided by Lender Bank under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries Borrower and in consideration of their the undertakings of each other Borrower to accept joint and several liability for the Secured Obligations. Obligations of each Borrower to Bank. Section 20.02 Each of Parent and the Joined SubsidiariesBorrower, jointly and severally, hereby irrevocably, absolutely irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with each other Borrower, with respect to the payment and performance of all of the Secured Obligations of each Borrower to Bank under this Agreement (including, without limitation, any Secured Obligations arising under this Section 11.18section), it being the intention of Parent and the Joined Subsidiaries parties hereto that all the Secured Obligations of each Borrower to Bank under this Agreement shall be the joint and several obligations Obligations of Parent and each of the Joined Subsidiaries Borrowers without preferences or distinction among them. . Section 20.03 If and to the extent that any of Parent or the Joined Subsidiaries Borrowers shall fail to make any payment with respect to any of the Secured Obligations of each Borrower to Bank under this Agreement, as and when due or to perform any of the Secured such Obligations in accordance with the terms thereof, then in each such event, event the other Persons composing Borrower Borrower, under this Agreement will make such payment with respect to, or perform, such Secured Obligation. Section 20.04 The Obligations of each Borrower under the provisions of this section constitute full recourse Obligations of each Borrower enforceable against each such Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstance whatsoever. Section 20.05 Each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any loans made under this Agreement, notice of any action at any time taken or omitted by Bank under or in respect of any of the Obligations of each Borrower to Bank under this Agreement, and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of Parent the time for the payment of any of the Obligations of each Borrower to Bank under this Agreement, the acceptance of any payment of any of such Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Bank at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Bank in respect of any of the Obligations of each Borrower to Bank under this Agreement, and the Joined Subsidiaries hereby agrees that taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations of each Borrower to Bank or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on Bank’s part with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this section, afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this section, it will being the intention of each Borrower that, so long as any of the Obligations under this Agreement remain unsatisfied, the Obligations of such Borrower under this section shall not enforce be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this section shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or Bank. The joint and several liability of each Borrower under this Agreement shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or Bank. Section 20.06 The provisions of this section are made for the benefit of Bank and Bank’s successors and assigns, and may be enforced by Bank in good faith from time to time against any or all of the Borrowers as often as occasion therefor may arise and without requirement on Bank’s part first to marshal any of its claims or to exercise any of its rights of contribution against any Borrower or subrogation to exhaust any remedies available to Bank against any other Persons composing Borrower with respect or to resort to any liability incurred by it hereunder other source or under means of obtaining payment of any of the Obligations under this Agreement or to elect any other Loan Documents, any payments made by it to Lender with respect to any remedy. The provisions of the Secured Obligations or any collateral security therefor this section shall remain in effect until such time as all of the Secured Obligations of each Borrower to Bank under this Agreement shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in cash. Any claim which respect of any of Parent such Obligations of each Borrower to Bank, is rescinded or must otherwise be restored or returned by Bank upon the Joined Subsidiaries insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this section will forthwith be reinstated in effect, as though such payment had not been made. Section 20.07 Each Borrower agrees that it shall not exercise, and hereby expressly waives until full and final payment of all Obligations to Bank: (i) any right to subrogation or indemnification, and any other right to payment from or reimbursement by any other Borrower, in connection with or as a consequence of any payment made by any Borrower to Bank, (ii) any right to enforce any right or remedy which Bank may have or may hereafter have against any other Persons composing Borrower with respect Borrower, and (iii) any benefit of, and any right to participate in (A) any payments collateral now or hereafter held by Bank, or (B) any payment to Lender hereunder Bank by, or under collection by Bank from any other Loan Documents Borrower. The provisions of this paragraph are hereby expressly made subordinate for the express benefit of each Borrower as well as Bank, and junior may be enforced independently by each Borrower or any successor in right of payment, without limitation as interest to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforeach Borrower.

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

Joint and Several Liability. Each of Parent (a) The Borrowers shall be jointly and severally liable for all Loans and other amounts due to the Lenders and the Joined Subsidiaries is accepting Lenders' Agent under this Agreement, regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower's Obligations with respect to Loans made to it, and each Borrower's Obligations arising as a result of the joint and several liability of the Borrowers hereunder and under with respect to Loans made to the other Loan Documents in consideration Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of such Borrower. (b) Each Borrower's Obligations arising as a result of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability of such Borrower hereunder with respect to Loans or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be absolute and unconditional irrespective of (i) the validity, legality, enforceability, avoidance or subordination of the Obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the Obligations of any other Borrower, (ii) the absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by any Lender or the Lenders' Agent with respect to any Obligations or any provision of any instrument evidencing the Obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to any Lender or the Lenders' Agent, (iv) the failure by any Lender or the Lenders' Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Secured ObligationsObligations of any other Borrower, (v) the election of any Lender or of the Lenders' Agent, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code, (vi) any borrowing or grant of a security interest by any other Borrower, as debtor-in-possession, under Section 364 of the Federal Bankruptcy Code, (vii) the disallowance of all or any portion of the Lender's claim(s) for the repayment of the Obligations of any other Borrower under Section 502 of the Federal Bankruptcy Code, or (viii) any other events, conditions or circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of a surety or of any Borrower. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely With respect to any Borrower's Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of the Borrowers hereunder with respect to the payment and performance of Loans or other extensions or credit made to any other Borrower hereunder, each Borrower waives, until all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which any of Parent Lender or the Joined Subsidiaries Lenders' Agent now has or may hereafter have against any other Persons composing Borrower with respect Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to any payments Lender or the Lenders' Agent to secure payment of the Obligations or any other liability of any Borrower to the Lender. (c) Upon any Event of Default, the Lenders' Agent may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of, the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that neither the Lender hereunder or nor the Lenders' Agent shall be under any other Loan Documents are hereby expressly made subordinate and junior obligation to marshal any assets in right favor of payment, without limitation as to any increases Borrower or against or in the Secured Obligations arising hereunder payment of any or thereunder, to the prior payment in full in cash all of the Secured Obligations andObligations. (d) Notwithstanding the other provisions of this Agreement, in each Option Care Person shall be liable under this Agreement only for the event maximum amount of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding such liability that can hereby be incurred without rendering its obligations under the laws of any jurisdiction this Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforgreater amount.

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

Joint and Several Liability. Each of Parent the Borrowers acknowledges, agrees, represents and warrants the following: (a) The Lenders have been induced to make the Credit Extensions to the Borrowers in part based upon the assurances by each of the Borrowers that each of the Borrowers desires that the Obligations under the Loan Documents be honored and enforced as separate obligations of each of the Borrowers, should the Administrative Agent and the Joined Subsidiaries is accepting joint Lenders desire to do so. (b) Notwithstanding the foregoing, the Borrowers shall be jointly and several liability severally liable to the Lenders for all representations, warranties, covenants, obligations and indemnities, including, without limitation, the Committed Loans and the other Obligations, and the Administrative Agent and the Lenders may at their option enforce the entire amount of the Committed Loans and the other Obligations against any one or more of the Borrowers. (c) The Administrative Agent (on behalf of the Lenders) may exercise remedies against each of the Borrowers and its property separately, whether or not the Administrative Agent exercises remedies against the other of the Borrowers or its property. The Administrative Agent may enforce one or more of the obligations of one of the Borrowers without enforcing obligations of the other of the Borrowers. Any failure or inability of the Administrative Agent to enforce one or more obligations of one of the Borrowers shall not in any way limit the Administrative Agent’s right to enforce the obligations of the other of the Borrowers. If the Administrative Agent forecloses or exercises similar remedies under any one or more of the Loan Documents, then, to the extent permitted by applicable law, such foreclosure or similar remedy shall be deemed to reduce the balance of the Obligations only to the extent of the cash proceeds actually realized by the Lenders from such foreclosure or similar remedy or, if applicable, the Administrative Agent’s credit bid at such sale, regardless of the effect of such foreclosure or similar remedy on the Obligations secured by such Loan Documents under the applicable state law. (d) Each Borrower represents that the value of the consideration received and to be received by it hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender is reasonably worth at least as much as each Borrower’s liability under this Agreement, for the mutual benefit, and that liability may reasonably be expected to directly and indirectly, of or indirectly benefit each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforBorrower.

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

Joint and Several Liability. Each (a) All Obligations of Parent the Borrowers under this Agreement and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to shall be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured ObligationsObligations of each Borrower. Each of Parent Anything contained in this Agreement and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect other Loan Documents to the payment and performance contrary notwithstanding, the Obligations of all of the Secured Obligations (includingeach Borrower hereunder, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and solely to the extent that such Borrower did not receive the benefit of the proceeds of Loans from any borrowing hereunder, shall be limited to a maximum aggregate amount equal to the largest amount that would not render its Obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under §548 of Parent the Bankruptcy Code, or any applicable provisions of comparable state law (collectively, the Joined Subsidiaries shall fail “Fraudulent Transfer Laws”), in each case after giving effect to make all other liabilities of such Borrower, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any payment with liabilities of such Borrower in respect of intercompany Indebtedness to any other Loan Party or Affiliates of any other Loan Party to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Loan Party hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Secured Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Borrower pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Borrower and other Affiliates of any Loan Party of Obligations as and when due or to perform any of arising under the Secured Guaranty Agreement executed by such parties. (b) Until the Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations shall have been paid in full in cash, no Letters of Credit shall be outstanding and all Commitments under the Loan Documents have been terminated, each Borrower shall withhold exercise of any right of subrogation, contribution or any other right to enforce any remedy which it now has or may hereafter have against the other Borrower or any other Guarantor. Any claim which Each Borrower further agrees that, to the extent the waiver of its rights of subrogation, contribution and remedies as set forth herein is found by a court of competent jurisdiction to be void or voidable for any of Parent or the Joined Subsidiaries reason, any such rights such Borrower may have against the other Borrower, any collateral or security or any such other Persons composing Guarantor, shall be junior and subordinate to any rights the Administrative Agent may have against the other Borrower, any such collateral or security, and any such other Guarantor. (c) Co-Borrower hereby appoints Lead Borrower as its agent, attorney-in-fact and representative for the purpose of (i) making any borrowing requests or other requests required under this Agreement, (ii) the giving and receipt of notices by and to Borrowers under this Agreement, (iii) the delivery of all documents, reports, financial statements and written materials required to be delivered by Borrowers under this Agreement, and (iv) all other purposes incidental to any of the foregoing. Co-Borrower agrees that any action taken by Lead Borrower as the agent, attorney-in-fact and representative of Co-Borrower shall be binding upon Co-Borrower to the same extent as if directly taken by Co-Borrower. (d) All Loans shall be made to Lead Borrower as borrower unless a different allocation of the Loans as between Lead Borrower and Co-Borrower with respect to any payments to Lender borrowing hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases is included in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforapplicable funding notice.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations (a) US Borrowers shall be liable for all amounts due to be provided by Lender under this Agreement, regardless of which Borrower actually receives the Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Lender accounts for the mutual benefitsuch Loans, directly Letter of Credit Accommodations or other extensions of credit on its books and indirectlyrecords. The Obligations with respect to Loans and Letter of Credit Accommodations or other extensions of credit made to a Borrower, of each of Parent and the Joined Subsidiaries and in consideration Obligations arising as a result of their undertakings to accept the joint and several liability for of a US Borrower hereunder, with respect to Loans and Letter of Credit Accommodations or other extensions of credit made to the Secured Obligationsother Borrowers hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all US Borrowers. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely The Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of a US Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the payment and performance other US Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of all (a) the validity or enforceability, avoidance or subordination of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan DocumentsBorrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any payments made Obligor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by it to Lender with respect to any provisions of any instrument evidencing the Obligations of the Secured Obligations other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Lender, (d) the failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral security therefor until such time as all for the Obligations of the Secured other Borrowers, (e) the election of Lender in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of Lender for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of an Obligor or of the other Borrowers, other than the wilful misconduct or gross negligence of Lender or Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a result of the joint and several liability of a US Borrower hereunder with respect to Loans, Letter of Credit Accommodations or other extensions of credit made to the other Borrowers hereunder, each US Borrower waives, until the Obligations shall have been paid in full in cashimmediately available funds and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Lender now has or may hereafter have against Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Lender. Any claim which Upon any Event of Default and for so long as the same is continuing, Lender may proceed directly and at once, without notice, against any US Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each US Borrower consents and agrees that Lender shall be under no obligation to marshal any assets in favor of US Borrower(s) or against or in payment of any or all of the Obligations. (b) Notwithstanding anything to the contrary contained in this Agreement, the obligations and liabilities of LS Holding under this Agreement and the other Financing Agreements shall be several and not joint and several, and it shall not be liable for, or be required to execute a guarantee of, nor be deemed a guarantor of, the Obligations of any US Borrower nor shall any of Parent or its assets secure the Joined Subsidiaries may have against Obligations of any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligor.

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

Joint and Several Liability. (a) Each of Parent Borrower shall be liable, on a joint and several basis, for all Obligations, including, without limitation, all amounts due to the Secured Parties under this Agreement and the Joined Subsidiaries is accepting other Loan Documents, regardless of which Borrower actually receives the Loans or other proceeds of the Obligations or the manner in which the Administrative Agent accounts for such Loans or other Obligations on its books and records or for any other reason. The Obligations with respect to Loans made to a Borrower, and the Obligations arising as a result of the joint and several liability hereunder and under of a Borrower hereunder, with respect to Loans made to (or Letters of Credit issued for the account of) the other Loan Documents in consideration Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of each Borrower. The Obligations arising as a result of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability Borrower hereunder with respect to Loans or other Obligations shall, to the payment and performance fullest extent permitted by law, be unconditional irrespective of all (i) the validity or enforceability, avoidance or subordination of the Secured Obligations of any other Borrower or of any promissory note or other document evidencing all or 5339129.14 61 (b) Until the Obligations have been paid in full and this Agreement shall have been terminated, each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or hereafter have against any other Borrower or any other Person directly or contingently liable for the Obligations, or against or with respect to any other Borrower’s property (including, without limitation, any Secured Obligations arising under this Section 11.18property which is Collateral for the Obligations), it being arising from the intention existence or performance of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among themthis Agreement. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereofARTICLE III TAXES, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor.INCREASED COSTS PROTECTION AND ILLEGALITY SECTION 3.1

Joint and Several Liability. (a) Each Seller hereby acknowledges and agrees that each Seller shall be jointly and severally liable to Purchaser to the maximum extent permitted by applicable law for all representations, warranties, covenants, obligations and indemnities of Parent all of Sellers hereunder. (b) Each Seller hereby agrees that, to the extent another Seller shall have paid more than its proportionate share of any payment made hereunder, the appropriate Seller shall be entitled to seek and receive contribution from and against any other Seller which has not paid its proportionate share of such payment; provided however, that the provisions of this clause shall in no respect limit the obligations and liabilities of any Seller to Purchaser, and, notwithstanding any payment or payments made by any Seller (“Paying Seller”) hereunder or any set-off or application of funds of Paying Seller by Purchaser, Paying Seller shall not be entitled to be subrogated to any of the rights of Purchaser against any other Seller or any collateral security or guarantee or right of set-off held by Purchaser, nor shall Paying Seller seek or be entitled to seek any contribution or reimbursement from any other Seller in respect of payments made by Paying Seller hereunder, until all amounts owing to Purchaser by Sellers under the Transaction Documents are paid in full. If any amount shall be paid to Paying Seller on account of such subrogation rights at any time when all such amounts shall not have been paid in full, such amount shall be held by Paying Seller in trust for Purchaser, segregated from other funds of Paying Seller, and shall, forthwith upon receipt by Paying Seller, be turned over to Purchaser in the exact form received by Paying Seller (duly indorsed by the Paying Seller to Purchaser, if required), to be applied against amounts owing to Purchaser by Sellers under the Transaction Documents, whether matured or unmatured, in such order as Purchaser may determine. (c) Each Seller shall remain obligated under this Article 30 notwithstanding that, without any reservation of rights against any Seller and without notice to or further assent by any Seller, any demand by Purchaser for payment of any amounts owing to Purchaser by any other Seller under the Transaction Documents may be rescinded by Purchaser and any the payment of any such amounts may be continued, and the Joined Subsidiaries is accepting joint liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of set-off with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Purchaser, and several liability hereunder this Agreement and the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms, as Purchaser may deem advisable from time to time, and any collateral security, guarantee or right of set-off at any time held by Purchaser for the payment of amounts owing to Purchaser by Sellers under the Transaction Documents may be sold, exchanged, waived, surrendered or released. Purchaser shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for amounts owing to Purchaser by Sellers under the Transaction Documents, or any property subject thereto. When making any demand hereunder against any Seller, Purchaser may, but shall be under no obligation to, make a similar demand on any other Loan Documents Seller, and any failure by Purchaser to make any such demand or to collect any payments from any other Seller, or any release of such other Seller shall not relieve any Seller in consideration respect of which a demand or collection is not made or Sellers not so released of their obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Purchaser against Sellers. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. (d) Each Seller waives any and all notice of the financial accommodations creation, renewal, extension or accrual of any amounts at any time owing to Purchaser by any other Seller under the Transaction Documents and notice of or proof of reliance by Purchaser upon any Seller or acceptance of the obligations of any Seller under this Article 30, and all such amounts, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of Sellers under this Article 30; and all dealings between Sellers, on the one hand, and Purchaser, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the obligations of Sellers under this Article 30. Each Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Seller with respect to any amounts at any time owing to Purchaser by any Seller under the Transaction Documents, other than such notices as are expressly required to be provided given under this Agreement or any of the other Transaction Documents. Each Seller understands and agrees that it shall continue to be liable under this Article 30 without regard to (i) the validity, regularity or enforceability of any other provision of this Agreement or any other Transaction Document, any amounts at any time owing to Purchaser by Lender Sellers under the Transaction Documents, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Purchaser, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Seller against Purchaser, or (iii) any other circumstance whatsoever (with or without notice to or Knowledge of Sellers) which constitutes, or might be construed to constitute, an equitable or legal discharge of Sellers for any amounts owing to Purchaser by Sellers under the Transaction Documents, or of Sellers under this Agreement, for the mutual benefitin bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Seller, directly and indirectlyPurchaser may, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect under no obligation to, or perform, pursue such Secured Obligation. Each of Parent rights and the Joined Subsidiaries hereby agrees that remedies as it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any Seller or any other Persons composing Borrower Person or against any collateral security or guarantee related thereto or any right of set-off with respect thereto, and any failure by Purchaser to pursue such other rights or remedies or to collect any payments from any Seller or any such other Person or to Lender hereunder realize upon any such collateral security or under guarantee or to exercise any such right of offset, or any release of any Seller or any such other Person or any such collateral security, guarantee or right of set-off, shall not relieve any Seller of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Purchaser against any Seller. (e) Anything herein or in any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, Transaction Document to the prior payment contrary notwithstanding, the maximum liability of any Seller hereunder in full in cash respect of the Secured Obligations and, liabilities of the other Sellers under this Agreement and the other Transaction Documents shall in no event exceed the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding amount which can be guaranteed by each Seller under the applicable federal and state laws of any jurisdiction relating to any the insolvency of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefordebtors.

Joint and Several Liability. The liability of the Borrowers for all of the Obligations shall be joint and several regardless of which Borrower actually receives loans or other extensions of credit hereunder or the amount of such loans received or the manner in which Lender accounts for such loans or other extensions of credit or on its books and records. Each Borrower's Obligations with respect to Drawings and Intraday Overdrafts and related fees, costs and expenses, and each Borrower's Obligations arising as a result of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations Borrowers hereunder, with respect to Drawings and Intraday Overdrafts made hereunder together with the related fees, costs and expenses, shall be provided by Lender under this Agreementseparate and distinct obligations, for the mutual benefit, directly and indirectly, all of which are primary obligations of each Borrower. Each Borrower's Obligations arising as a result of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for of the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability Borrowers hereunder with respect to loans or other extensions of credit made to the payment other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity of enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all of any part of the Obligations of the other Borrowers, (ii) the absence of any attempt to collect the Obligations from any of the other Borrowers, any other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Lender with respect to any provision of any instrument evidencing the Obligations of the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and performance delivered to the Lender, (iv) the failure by the Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of the other Borrowers, (v) the Lenders' election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by the other Borrowers, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of the Secured Lender's claim(s) for repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (viii) any other circumstance which might constitute a legal or equitable discharge or defense of a guarantor or of the other Borrowers. Each Borrower hereby irrevocably agrees that it will not bring any "claims" (as defined in Section 101(5) of the Bankruptcy Code) against any other Borrower to which such Borrower is or would at any time be otherwise entitled by virtue of its obligations under this Agreement or under any of the Loan Documents, including, without limitation, any Secured Obligations arising right of subrogation (whether contractual, under this Section 11.18509 of the Bankruptcy Code or otherwise), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences reimbursement, contribution, exoneration or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereofother similar right against such other Borrowers, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid satisfied in full and this Agreement shall have terminated in cashaccordance with its terms. Any claim which Upon any Event of Parent Default, the Lender may, at its sole election, proceed directly and at once, without notice, against either Borrower to collect and recover the full amount, or any portion of the Joined Subsidiaries may have Obligations, without first proceeding against any other Persons composing Borrower with respect to or any payments to other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that neither the Lender hereunder or shall not be under any other Loan Documents are hereby expressly made subordinate and junior obligation to marsxxxx xxx assets in right favor of payment, without limitation as to such Borrower or against or in payment of any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash all of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each Partner confirms that, by virtue of Parent its status as a general partner in the Partnership, it is jointly and severally liable on an unsubordinated basis for the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration obligations of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations Partnership (including, without limitation, any Secured Obligations arising under this Section 11.18)payment obligations) for the principal of, it being premium, if any, and interest on the intention of Parent Securities, and interest on the Joined Subsidiaries that all the Secured Obligations shall be the joint overdue principal and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and (to the extent that any of Parent or permitted by law) interest, if any, on the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured ObligationSecurities. Each of Parent and the Joined Subsidiaries Partner hereby agrees that it will not enforce any to waive the benefit of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documentsdiligence, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right presentment, demand of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash filing of the Secured Obligations and, claims with a court in the event of insolvency or bankruptcy of the Partnership, any insolvencyright to require a proceeding first against the Partnership, bankruptcyany right of collection under the Partnership Agreement or applicable law, receivershipprotest, liquidationnotice and all demands whatsoever with respect to claims asserted against such Partner, reorganization by virtue of its status as a general partner in the Partnership, for the obligations of the Partnership for the principal of, premium, if any, interest on the Securities, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities. Each Partner agrees that its undertakings hereunder shall be operative irrespective of the validity and enforceability of the Partnership Agreement, provided that in the event of invalidity or unenforceability of the Partnership Agreement, the Partners' liability under this sentence shall be no greater than it would have been, had the Partnership Agreement not been unenforceable or invalid. If any Holder or the Trustee, on behalf of any Holder, is required by any court or otherwise to return to the Partnership or any custodian, trustee, liquidator or other similar proceeding under official acting in relation to such Partnership, any amount paid by such Partnership to such Holder or to the laws Trustee, on behalf of any jurisdiction relating Holder, the Partners hereby confirm that their joint and several liability for obligations of the Partnership for the principal of, premium, if any, interest on the Securities, and interest on the overdue principal and (to any of Parent or the Joined Subsidiariesextent permitted by law) interest, their respective debt or assetsif any, whether voluntary or involuntaryon the Securities, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other propertyto the extent theretofore discharged, shall be made to any other Persons composing Borrower thereforreinstated in full force and effect.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting Parties in Interest; ------------------------------------------------- Assignments. ----------- (a) All Obligations which are incurred by two or more Related Persons shall be their joint and several liability hereunder obligations and under liabilities. All grants, covenants and agreements contained in the other Loan Documents in consideration shall bind and inure to the benefit of the financial accommodations parties thereto and their respective successors and assigns; provided, however, that no Related Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of Required Lenders. Neither Borrower nor any Affiliates of Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to be provided by Lender under this Agreementany Bank nor will any Bank accept any offer to do so, for unless each Bank shall have received substantially the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability same offer with respect to the payment and performance same Percentage Share of the Obligations owed to it. If Borrower or any Affiliate of Borrower at any time purchases some but less than all of the Secured Obligations owed to all Lenders, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until Borrower or its Affiliates have purchased all of the Obligations. (includingb) No Bank shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person other than an Eligible Transferee, and then only if the agreement between such Bank and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Bank and that such transfer does not give such participant any right to vote as a Bank or any other direct claims or rights against any Person other than such Bank, (ii) that such participant is not entitled to payment from any Related Person under Sections 3.2 through 3.6 of amounts in excess of those payable to such Bank under such sections (determined without limitation, any Secured Obligations arising under this Section 11.18regard to the sale of such participation), it being and (iii) unless such participant is an Affiliate of such Bank, that such participant shall not be entitled to require such Bank to take any action under any Loan Document or to obtain the intention consent of Parent such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Banks under subsection (a) of Section 9.1. No Bank selling such a participation shall, as between the other parties hereto and the Joined Subsidiaries that all the Secured Obligations shall such Bank, be the joint and several obligations relieved of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or its obligations hereunder as a result of the Joined Subsidiaries sale of such participation. Each Bank which sells any such participation to any Person (other than an Affiliate of such Bank) shall fail give prompt notice thereof to Agent and Borrower. (c) Except for sales of participations under the immediately preceding subsection (b), no Bank shall make any payment with respect to assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Secured Obligations as Loan Documents, except for assignments to an Eligible Transferee, and when due or to perform any of the Secured Obligations then only if such assignment is made in accordance with the terms thereoffollowing requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Bank hereunder and to the unused portion of the assignor Bank's commitments, then so that after such assignment is made the assignor Bank shall have a fixed (and not a varying) Percentage Share in its Loans and Note and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such Loans and Note and be committed to make that Percentage Share of all future Loans, and the Percentage Share of the Borrowing Base of both the assignor and the assignee shall equal or exceed $5,000,000. (ii) The parties to each such eventassignment shall execute and deliver to Agent, for its acceptance and recording in the "Register" (as defined below in this section), an Assignment and Assumption in the form of Exhibit F, appropriately completed, together with the Note subject to such assignment and a processing fee payable to Agent of $2,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Assumption, then (i) Borrower shall issue new Notes to such assignor and assignee upon return of the old Notes to Borrower, and (ii) as of the "Settlement Date" specified in such Assignment and Assumption the assignee thereunder shall be a party hereto and a Bank hereunder and Agent shall thereupon deliver to Borrower and each Bank a schedule showing the revised Percentage Shares of such assignor Bank and such assignee Bank and the Percentage Shares of all other Persons composing Banks. (iii) Each assignee Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) for Federal income tax purposes, shall (to the extent it has not already done so) provide Agent and Borrower with the "Prescribed Forms" referred to in Section 3.6(d). (d) Nothing contained in this section shall prevent or prohibit any Bank from assigning or pledging all or any portion of its Loans and Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Bank from its obligations hereunder. (e) By executing and delivering an Assignment and Assumption, each assignee Bank thereunder will make be confirming to and agreeing with Borrower, Agents and each other Bank hereunder that such payment with respect assignee understands and agrees to the terms hereof, including Article IX hereof. (f) Agent shall maintain a copy of each Assignment and Assumption and a register for the recordation of the names and addresses of Banks and the Percentage Shares of, and principal amount of the Loans owing to, or perform, such Secured Obligationeach Bank from time to time (in this section called the "Register"). Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases The entries in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations andRegister shall be conclusive, in the event absence of any insolvencymanifest error, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under and Borrower and each Lender may treat each Person whose name is recorded in the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, Register as a Bank hereunder for all such Secured Obligations purposes. The Register shall be paid in full in cash before available for inspection by Borrower or any payment or distribution of Lender at any character, whether in cash, securities or other property, shall be made reasonable time and from time to any other Persons composing Borrower therefortime upon reasonable prior notice.

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

Joint and Several Liability. Each (a) Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, with respect to each Seller Party (other than the Guarantors), (i) the representations, warranties, covenants, agreements and obligations of Parent such Seller Party or of the Seller Parties under this Agreement and the Joined Subsidiaries is accepting other Transaction Documents shall be joint and several, (ii) such Seller Parties shall be jointly and severally liable for any and all obligations and liabilities of a Seller Party or of the Seller Parties under this Agreement and the other Transaction Documents (including in respect of any Indemnified Liabilities and Losses) and (iii) without limiting the foregoing, such Seller Party shall be jointly and severally liable with the Lead Seller for the payment when due of each Royalty Interest Payment and Buy-Out Payment. (b) Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, each Seller Party (other than the Guarantors) shall be jointly and severally obligated to pay and perform all obligations under the Transaction Documents, including, but not limited to, the obligation to make payments in respect of the Purchased Royalty Interest and all other Obligations, regardless of which Seller Party received the Investment Amount, Net Sales or the proceeds of any of the foregoing, as if each Seller Party directly received such Investment Amount, such Net Sales and such proceeds. (c) Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, each Seller Party acknowledges and agrees that the Seller Parties prepare consolidated financial statements and each such Seller Party will obtain benefits from the incurrence of obligations under, and the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents, and accordingly each Seller Party desires to execute this Agreement and the other Transaction Documents and agree to the joint and several liability hereunder referred to in this Section to induce Purchasers to enter into, and to consummate the transactions contemplated by, this Agreement and the other Transaction Documents. (d) Each Seller Party waives (a) any right to require any Beneficiary, as a condition of payment or performance by such Seller Party, to (i) proceed against any other Seller Party or any other Person, (ii) proceed against or exhaust any security held from any other Seller Party or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account (as defined under the UCC) or credit on the books of any Beneficiary in favor of any other Loan Documents Seller Party or any other Person, or (iv) pursue any other remedy in consideration the power of any Beneficiary whatsoever; (b) any defense arising by reason of the financial accommodations incapacity, lack of authority or any disability or other defense of any other Seller Party including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any other Seller Party from any cause other than payment in full in cash of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be provided in conflict with the terms hereof and any legal or equitable discharge of such Seller Party’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Seller Party’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Seller Parties and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by Lender under law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof. The Collateral Agent and the Purchasers may exercise or not exercise any right or remedy they have against any Seller Party or any security (including the right to foreclose by judicial or non-judicial sale) without affecting any other Seller Party’s liability or any Lien against any other Seller Party’s assets. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, until the indefeasible payment in cash in full of the Obligations (other than inchoate indemnity obligations for which no claim has yet been made) and termination of this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and Seller Party irrevocably waives all rights that it may have at law or in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations equity (including, without limitation, any Secured law subrogating a Seller Party to the rights of the Collateral Agent and the Purchasers under the Transaction Documents) to seek contribution, indemnification or any other form of reimbursement from any other Seller Party, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by any Seller Party with respect to the Obligations arising in connection with the Transaction 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 a Seller Party with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 11.18)shall be null and void. If any payment is made to a Seller Party in contravention of this Section, it being such Seller Party shall hold such payment in trust for the intention of Parent Collateral Agent and the Joined Subsidiaries that all the Secured Obligations Purchasers and such payment shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and promptly delivered to Collateral Agent for application to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assetsObligations, whether voluntary matured or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforunmatured.

Joint and Several Liability. Each of Parent (a) All Borrowers shall be liable, on a joint and several basis, for all Obligations, including, without limitation, all amounts due to the Collateral Agent and Lenders under this Agreement and the Joined Subsidiaries is accepting other Loan Documents, regardless of which Borrower actually receives any proceeds of the Obligations or the manner in which the Collateral Agent and Lenders account for 50 HB: 4868-8978-1628.11 such Obligations on its books and records or for any other reason. The Obligations with respect to 51 HB: 4868-8978-1628.11 the Loan made to the Borrowers, and the Obligations arising as a result of the joint and several liability hereunder of a Borrower hereunder, shall be separate and under the other Loan Documents in consideration distinct obligations, but all such Obligations shall be primary obligations of all Borrowers. (b) The Obligations arising as a result of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability of a Borrower hereunder with respect to the Loan or other Obligations shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (ii) any incapacity or lack of power, authority or legal personality of any other Borrower or other Person, (iii) the absence of any attempt to collect the Obligations from the other Borrowers or any other security therefor, or the absence of any other action to enforce or failure to realize the full value of the same, (iv) any amendment (however fundamental) replacement variation, assignment termination and/or the waiver, consent, extension, forbearance or granting of any indulgence by the Collateral Agent or Lenders with respect to any provisions of any instrument evidencing the Obligations of the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to the Collateral Agent or Lenders, (v) the failure by the Collateral Agent, Lenders or any other Person to take any steps to perfect and maintain its Lien in, or to preserve its rights and maintain its security or collateral for the Secured Obligations. Each Obligations of Parent and the Joined Subsidiariesother Borrowers, jointly and severally(vi) the election of the Collateral Agent, hereby irrevocablyLenders or any other Person in any proceeding instituted under the Bankruptcy Code, absolutely and unconditionally acceptsof the application of Section 1111(b)(2) of the Bankruptcy Code, not merely or any similar provision of any other Debtor Relief Law, (vii) the disallowance of all or any portion of the claim(s) of the Collateral Agent, Lenders or any other Person for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code or any similar provision of any other Debtor Relief Law, (viii) any insolvency, liquidation, administration or similar procedure or corporate action in respect of any other Borrower and/or any legal proceedings or procedures by any of the other Borrowers’ creditors or (ix) any other circumstances which might constitute a legal or equitable discharge or defense of the other Borrowers. (c) With respect to the Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of a Borrower hereunder with respect to Loan proceeds or other Obligations, each Borrower waives, until all of the Obligations have been paid in full, any right to enforce any right of subrogation or any remedy which the Collateral Agent, Lenders or any other Person now has or may hereafter have against Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Collateral Agent, Lenders or any other Person. (d) Upon any Event of Default and for so long as the same is continuing, the Collateral Agent and Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that none of the Collateral Agent, Lenders or any other Person shall be under any obligation to marshal any assets in favor of Borrowers or any other Person or against or in payment of any or all of the Obligations. 52 HB: 4868-8978-1628.11 (e) Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or 53 HB: 4868-8978-1628.11 hereafter have against the other Borrowers or any other Person directly or contingently liable for the Obligations hereunder, or against or with respect to the payment and performance of all of the Secured Obligations other Borrowers’ property (including, without limitation, any Secured Obligations arising under this Section 11.18property which is Collateral for the Obligations), it being arising from the intention existence or performance of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforthis Agreement.

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

Joint and Several Liability. (a) Each Seller Counterparty hereby acknowledges and agrees that each Seller Counterparty shall be jointly and severally liable to Purchaser to the maximum extent permitted by applicable law for all representations, warranties, covenants, obligations and indemnities of Parent all of Seller Counterparties hereunder. (b) Each Seller Counterparty hereby agrees that, to the extent the other party shall have paid more than its proportionate share of any payment made hereunder, the appropriate Seller Counterparty shall be entitled to seek and receive contribution from and against the other Seller Counterparty which has not paid its proportionate share of such payment; provided however, that the provisions of this clause shall in no respect limit the obligations and liabilities of any Seller Counterparty to Purchaser, and, notwithstanding any payment or payments made by any Seller Counterparty (“Paying Seller”) hereunder or any set-off or application of funds of Paying Seller by Purchaser, Paying Seller shall not be entitled to be subrogated to any of the rights of Purchaser against any other Seller or any collateral security or guarantee or right of set-off held by Purchaser, nor shall Paying Seller seek or be entitled to seek any contribution or reimbursement from any other Seller in respect of payments made by Paying Seller hereunder, until all amounts owing to Purchaser by Seller Counterparties under the Transaction Documents are paid in full. If any amount shall be paid to Paying Seller on account of such subrogation rights at any time when all such amounts shall not have been paid in full, such amount shall be held by Paying Seller in trust for Purchaser, segregated from other funds of Paying Seller, and shall, forthwith upon receipt by Paying Seller, be turned over to Purchaser in the exact form received by Paying Seller (duly indorsed by the Paying Seller to Purchaser, if required), to be applied against amounts owing to Purchaser by Seller Counterparties under the Transaction Documents, whether matured or unmatured, in such order as Purchaser may determine. (c) Each Seller Counterparty shall remain obligated under this Article 29 notwithstanding that, without any reservation of rights against any Seller Counterparty and without notice to or further assent by any Seller Counterparty, any demand by Purchaser for payment of any amounts owing to Purchaser by any other Seller under the Transaction Documents may be rescinded by Purchaser and any the payment of any such amounts may be continued, and the Joined Subsidiaries is accepting joint liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of set-off with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Purchaser, and several liability hereunder this Agreement and the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms, as Purchaser may deem advisable from time to time, and any collateral security, guarantee or right of set-off at any time held by Purchaser for the payment of amounts owing to Purchaser by Seller Counterparties under the Transaction Documents may be sold, exchanged, waived, surrendered or released. Purchaser shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for amounts owing to Purchaser by Seller Counterparties under the Transaction Documents, or any property subject thereto. When making any demand hereunder against any Seller Counterparty, Purchaser may, but shall be under no obligation to, make a similar demand on any the other Loan Documents Seller Counterparty, and any failure by Purchaser to make any such demand or to collect any payments from any other Seller Counterparty, or any release of such other Seller Counterparty shall not relieve any Seller Counterparty in consideration respect of which a demand or collection is not made or Seller Counterparties not so released of their obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Purchaser against Seller Counterparties. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. (d) Each Seller Counterparty waives any and all notice of the financial accommodations creation, renewal, extension or accrual of any amounts at any time owing to Purchaser by any other Seller Counterparty under the Transaction Documents and notice of or proof of reliance by Purchaser upon any Seller Counterparty or acceptance of the obligations of any Seller Counterparty under this Article 29, and all such amounts, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of Seller Counterparties under this Article 29; and all dealings between Seller Counterparties, on the one hand, and Purchaser, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the obligations of Seller Counterparties under this Article 29. Each Seller Counterparty waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Seller Counterparty with respect to any amounts at any time owing to Purchaser by any Seller Counterparty under the Transaction Documents, other than such notices as are expressly required to be provided given under this Agreement or any of the other Transaction Documents. Each Seller Counterparty understands and agrees that it shall continue to be liable under this Article 29 without regard to (i) the validity, regularity or enforceability of any other provision of this Agreement or any other Transaction Document, any amounts at any time owing to Purchaser by Lender Seller Counterparties under the Transaction Documents, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Purchaser, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Seller Counterparty against Purchaser, or (iii) any other circumstance whatsoever (with or without notice to or Knowledge of Seller Counterparties) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller Counterparties for any amounts owing to Purchaser by Seller Counterparties under the Transaction Documents, or of Seller Counterparties under this Agreement, for the mutual benefitin bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Seller Counterparty, directly and indirectlyPurchaser may, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect under no obligation to, or perform, pursue such Secured Obligation. Each of Parent rights and the Joined Subsidiaries hereby agrees that remedies as it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any Seller Counterparty or any other Persons composing Borrower Person or against any collateral security or guarantee related thereto or any right of set-off with respect thereto, and any failure by Purchaser to pursue such other rights or remedies or to collect any payments from any Seller Counterparty or any such other Person or to Lender hereunder realize upon any such collateral security or under guarantee or to exercise any such right of offset, or any release of any Seller Counterparty or any such other Person or any such collateral security, guarantee or right of set-off, shall not relieve any Seller of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Purchaser against any Seller Counterparty. (e) Anything herein or in any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, Transaction Document to the prior payment contrary notwithstanding, the maximum liability of any Seller Counterparty hereunder in full in cash respect of the Secured Obligations and, liabilities of the other Seller Counterparty under this Agreement and the other Transaction Documents shall in no event exceed the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding amount which can be guaranteed by each Seller Counterparty under the applicable federal and state laws of any jurisdiction relating to any the insolvency of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefordebtors.

Joint and Several Liability. (a) Each Borrower acknowledges that it is jointly and severally liable for all of Parent the Obligations under the Loan Documents. Each Borrower expressly understands, agrees and acknowledges that (i) Borrowers are all Affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that Senior Lender extend such a common credit facility on the terms herein provided, (iv) Senior Lender will be lending against, and relying on a Lien upon, all of Borrowers' assets even though the proceeds of any particular Loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such Loans by Senior Lender and the Joined Subsidiaries is accepting joint availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and several liability other terms contained in the Loan Documents shall be applicable to and shall be binding upon each Borrower and (vii) it would not be able to obtain the credit provided by Senior Lender hereunder and under without the financial support provided by the other Loan Documents in consideration of Borrowers. (b) Each Borrower hereby guarantees the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the prompt payment and performance in full of all Obligations. Such guarantee constitutes a guarantee of payment and not of collection. Each Borrower's obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Secured Obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the Obligations of any other Borrower, (includingii) the absence of any attempt to collect the Obligations from any other Borrower, without limitationor any other security therefor, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any absence of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any liability incurred indulgence by it hereunder or under any of the other Loan Documents, any payments made by it to Senior Lender with respect to any provision of any instrument evidencing the Obligations of any other Borrower or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to Senior Lender, (iv) the failure by Senior Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of any other Borrower, (v) Senior Lender's election, in any proceeding instituted under the Bankruptcy Code, of the Secured Obligations application of Section 1111(b)(2) of the Bankruptcy Code, (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 collateral security therefor until such time as all portion of Senior Lender's claim(s) for the repayment of the Secured Obligations have been paid of any other Borrower under Section 502 of the Bankruptcy Code or (viii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Borrower (other than actual indefeasible payment in full in cash). Any claim which With respect to any Borrower's Obligations arising as a result of the joint and several liability of Borrowers hereunder with respect to Loans or other extensions of credit made to any of Parent the other Borrowers hereunder, such Borrower hereby forever waives any right to enforce any right of subrogation or the Joined Subsidiaries any remedy which Senior Lender now has or may hereafter have against any other Persons composing Borrower, or any endorser of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Senior Lender to secure payment of the Obligations or any other liability of any Borrower to Senior Lender. During the existence of any Event of Default, Senior Lender may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Senior 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. (c) Each Borrower is obligated to repay the Obligations as a joint and several obligor under this Agreement and the other Loan Documents. To the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an "ACCOMMODATION PAYMENT"), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower's Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the "ALLOCABLE AMOUNT" of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (i) rendering such Borrower "insolvent" within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act ("UFTA") or Section 2 of the Uniform Fraudulent Conveyance Act ("UFCA"), (ii) leaving such Borrower with 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 (iii) leaving such Borrower unable to any payments to Lender hereunder 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. All rights and claims of contribution, indemnification, and reimbursement under any other Loan Documents are hereby expressly made this Section shall be subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, payment to the prior indefeasible payment in full in cash of the Secured Obligations andObligations. The provisions of this Section shall, to the extent inconsistent with any provision in any Loan Document, supersede such inconsistent provision. (d) If (i) any court holds that Borrowers are guarantors and not jointly and severally liable as principal obligors or (ii) bankruptcy or reorganization proceedings at any time are instituted by or against any Borrower under any Debtor Relief Law, then each Borrower hereby: (A) expressly and irrevocably waives, to the fullest extent possible, except as otherwise provided in Section 14.14, on behalf of such Borrower, any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, set off or any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of a claim against any Person, and which such Borrower may have or hereafter acquire against any Person in connection with or as a result of such Borrower's execution, delivery and/or performance of this Agreement, or any other documents to which such Borrower is a party or otherwise; (B) expressly and irrevocably waives any "claim" (as such term is defined in the Bankruptcy Code) of any kind against any other Borrower, and further agrees that it shall not have or assert any such rights against any Person (including any surety), either directly or as an attempted set off to any action commenced against such Borrower by Senior Lender or any other Person; and (C) acknowledges and agrees (I) that this waiver is intended to benefit Senior Lender and shall not limit or otherwise affect such Borrower's liability hereunder or the enforceability of this Agreement, and (II) that Senior Lender and its successors and assigns are intended beneficiaries of this waiver, and the agreements set forth in this Section 14.14 and the rights under this Section 14.14 shall survive payment in full of the Obligations. (e) EACH BORROWER WAIVES THE FILING OF A CLAIM WITH A COURT IN THE EVENT OF RECEIVERSHIP OR BANKRUPTCY OF ANY BORROWER, AND WAIVES EVERY DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH ANY BORROWER MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY SENIOR LENDER IN ENFORCING THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, EVERY DEFENSE, COUNTERCLAIM OR SETOFF WHICH SUCH BORROWER MAY NOW HAVE, OR HEREAFTER MAY HAVE, AGAINST ANOTHER BORROWER OR ANY OTHER PARTY LIABLE TO SENIOR LENDER IN ANY MANNER. AS FURTHER SECURITY, ANY AND ALL DEBTS AND LIABILITIES NOW OR HEREAFTER ARISING AND OWING TO ANY BORROWER BY ANY OTHER BORROWER, OR TO ANY OTHER PARTY LIABLE TO SENIOR LENDER, ARE HEREBY SUBORDINATED TO SENIOR LENDER'S CLAIMS AND UPON THE OCCURRENCE OF AN EVENT OF DEFAULT ARE ASSIGNED TO SENIOR LENDER. EACH BORROWER RATIFIES AND CONFIRMS WHATEVER SENIOR LENDER MAY DO PURSUANT TO THE TERMS HEREOF, AND AGREES THAT SENIOR LENDER SHALL NOT BE LIABLE FOR ANY ERROR IN JUDGMENT OR MISTAKES OF FACT OR LAW. EACH BORROWER HEREBY AGREES THAT IT MAY BE JOINED AS A PARTY DEFENDANT IN ANY LEGAL PROCEEDING (INCLUDING, BUT NOT LIMITED TO, A FORECLOSURE PROCEEDING) INSTITUTED BY SENIOR LENDER AGAINST ANY OTHER BORROWER. (f) Should a claim be made upon Senior Lender at any time for repayment of any amount received by Senior Lender in payment of the Obligations, or any part thereof, whether received from any Borrower or received by Senior Lender as the proceeds of Collateral, by reason of: (1) any judgment, decree or order of any court or administrative body having jurisdiction over Senior Lender or any of its property, or (2) any settlement or compromise of any such claim effected by Senior Lender, in its sole discretion, with the event claimant (including a Borrower), each Borrower shall remain liable to Senior Lender for the amount so repaid to the same extent as if such amount had never originally been received by Senior Lender, notwithstanding any termination hereof or the cancellation of any insolvency, bankruptcy, receivership, liquidation, reorganization note or other similar proceeding under the laws of any jurisdiction relating to instrument evidencing any of Parent the Obligations. (g) To the extent that any payment to, or realization by, any Senior Lender on the Joined SubsidiariesObligations exceeds the limitations of this Section 14.14 and is otherwise subject to avoidance and recovery in any such proceeding, their respective debt the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or assetsrealization exceeds such limitation, whether voluntary or involuntary, and this Agreement as limited shall in all such Secured Obligations shall be paid events remain in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall force and effect and be made to any other Persons composing Borrower therefor.fully enforceable against such Borrower. This

Joint and Several Liability. Each of Parent and The Borrower shall be liable for all amounts due to the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Agent and/or any Lender under this Agreement, regardless of which Borrower actually receives Revolving Loans or other extensions of credit hereunder or the amount of such Revolving Loans received or the manner in which the Agent or any Lender accounts for the mutual benefitsuch Revolving Loans, directly Letters of Credit or other extensions of credit on its books and indirectlyrecords. The Borrower's Obligations with respect to Revolving Loans made to it, of each of Parent and the Joined Subsidiaries and in consideration Borrower's Obligations arising as a result of their undertakings to accept the joint and several liability for of the Secured ObligationsBorrower hereunder, with respect to Revolving Loans made to the other Borrower hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of the Borrower. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely The Borrower's Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of the Borrower hereunder with respect to Revolving Loans, Letters of Credit or other extensions of credit made to the payment and performance other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of all (i) the validity or enforceability, avoidance or subordination of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan DocumentsBorrower or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrower, (ii) the absence of any attempt to collect the Obligations from the other Borrower, any payments made other Guarantor, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by it to the Agent or any Lender with respect to any provision of any instrument evidencing the Obligations of the Secured Obligations other Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to the Agent or any Lender, (iv) the failure by the Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral security therefor until such time as all for the Obligations of the Secured other Borrower, (v) any borrowing or grant or a security interest by the other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vi) the disallowance of all or any portion of the Agent's or any Lender's claim(s) for the repayment of the Obligations of the other Borrower under Section 502 of the Bankruptcy Code, or (vii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of the other Borrower. With respect to the Borrower's Obligations arising as a result of the joint and several liability of the Borrower hereunder with respect to Loans, Letters of Credit or other extensions of credit made to either of the other Borrower hereunder, the Borrower waives, until the Obligations shall have been paid in full in cash. Any claim and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which the Agent or any of Parent Lender now has or the Joined Subsidiaries may hereafter have against the Borrower, any endorser or any guarantor of all or any part of the obligations, and any benefit of, and any right to participate in, any security or collateral given to the Agent or any Lender to secure payment of the Obligations or any other Persons composing liability of the Borrower with respect to the Agent or any payments to Lender. The Borrower consents and agrees that neither the Agent nor any Lender hereunder or shall be under any other Loan Documents are hereby expressly made subordinate and junior obligation to marshal any assets in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash favor of the Secured Obligations and, Borrower or against or in the event payment of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under all of the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

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

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

Joint and Several Liability. Each (a) All Obligations of Parent the Borrowers under this Agreement and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to shall be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured ObligationsObligations of each Borrower. Each of Parent Anything contained in this Agreement and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect other Loan Documents to the payment and performance contrary notwithstanding, the Obligations of all of the Secured Obligations (includingeach Borrower hereunder, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and solely to the extent that such Borrower did not receive the benefit of the proceeds of Loans from any borrowing hereunder, shall be limited to a maximum aggregate amount equal to the largest amount that would not render its Obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under §548 of Parent the Bankruptcy Code, or any applicable provisions of comparable state law (collectively, the Joined Subsidiaries shall fail “Fraudulent Transfer Laws”), in each case after giving effect to make all other liabilities of such Borrower, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any payment with liabilities of such Borrower in respect of intercompany Indebtedness to any other Loan Party or Affiliates of any other Loan Party to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Loan Party hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Secured Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Borrower pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Borrower and other Affiliates of any Loan Party of Obligations as and when due or to perform any of arising under the Secured Guaranty Agreement executed by such parties. (b) Until the Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations shall have been paid in full in cash, no Letters of Credit shall be outstanding and all Commitments under the Loan Documents have been terminated, each Borrower shall withhold exercise of any right of subrogation, contribution or any other right to enforce any remedy which it now has or may hereafter have against the other Borrower or any other guarantor of the Obligations. Any claim which Each Borrower further agrees that, to the extent the waiver of its rights of subrogation, contribution and remedies as set forth herein is found by a court of competent jurisdiction to be void or voidable for any of Parent or the Joined Subsidiaries reason, any such rights such Borrower may have against the other Borrower, any collateral or security or any such other Persons composing guarantor, shall be junior and subordinate to any rights the Administrative Agent may have against the other Borrower, any such collateral or security, and any such other guarantor. The Borrowers under this Agreement and the other Loan Documents together desire to allocate among themselves, in a fair and equitable manner, their Obligations arising under this Agreement and the other Loan Documents. Accordingly, in the event any payment or distribution is made on any date by any Borrower under this Agreement and the other Loan Documents (a “Funding Borrower”) that exceeds its Obligation Fair Share (as defined below) as of such date, that Funding Borrower shall be entitled to a contribution from the other Borrower in the amount of such other Borrowers’ Obligation Fair Share Shortfall (as defined below) as of such date, with the result that all such contributions will cause each Borrowers’ Obligation Aggregate Payments (as defined below) to equal its Obligation Fair Share as of such date. “Obligation Fair Share” means, with respect to a Borrower as of any date of determination, an amount equal to (i) the ratio of (x) the Obligation Fair Share Contribution Amount (as defined below) with respect to such Borrower to (y) the aggregate of the Obligation Fair Share Contribution Amounts with respect to all the Borrowers, multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Borrowers under this Agreement and the other Loan Documents in respect of the Obligations guaranteed. “Obligation Fair Share Shortfall” means, with respect to a Borrower as of any date of determination, the excess, if any, of the Obligation Fair Share of such Borrower over the Obligation Aggregate Payments of such Borrower. “Obligation Fair Share Contribution Amount” means, with respect to a Borrower as of any date of determination, the maximum aggregate amount of the Obligations of such Borrower under this Agreement and the other Loan Documents that would not render its Obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided that, solely for purposes of calculating the Obligation Fair Share Contribution Amount with respect to any Borrower for purposes of this Section 2.24 any assets or liabilities of such Loan Party arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or Obligations of contribution hereunder shall not be considered as assets or liabilities of such Borrower. “Obligation Aggregate Payments” means, with respect to a Borrower as of any date of determination, an amount equal to (i) the aggregate amount of all payments and distributions made on or before such date by such Borrower in respect of this Agreement and the other Loan Documents (including in respect of this Section 2.24) minus (ii) the aggregate amount of all payments received on or before such date by such Borrower from the other Borrower as contributions under this Section 2.24. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Borrower. The allocation among the Borrowers of their Obligations as set forth in this Section 2.24 shall not be construed in any way to Lender limit the liability of any Borrower hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforDocument.

Joint and Several Liability. (a) Each Seller hereby acknowledges and agrees that the Seller shall be jointly and severally liable to the Agent and each Buyer to the maximum extent permitted by applicable law for all representations, warranties, covenants, obligations and indemnities of Parent all of the Sellers hereunder. (b) Each Seller hereby agrees that, to the extent another Seller shall have paid more than its proportionate share of any payment made hereunder, the Seller shall be entitled to seek and receive contribution from and against any other Seller which has not paid its proportionate share of such payment; provided however, that the provisions of this clause shall in no respect limit the obligations and liabilities of any Seller to the Agent or any Buyer, and, notwithstanding any payment or payments made by any Seller (the “Paying Seller”) hereunder or any set-off or application of funds of the Paying Seller by the Agent or any Buyer, the Paying Seller shall not be entitled to be subrogated to any of the rights of the Agent or any Buyer against any other Seller or any collateral security or guarantee or right of offset held by the Agent or any Buyer, nor shall the Paying Seller seek or be entitled to seek any contribution or reimbursement from the other Seller in respect of payments made by the Paying Seller hereunder, until all amounts owing to the Agent or any Buyer by the Sellers under the Transaction Documents are paid in full. If any amount shall be paid to the Paying Seller on account of such subrogation rights at any time when all such amounts shall not have been paid in full, such amount shall be held by the Paying Seller in trust for the Agent and any applicable Buyer, segregated from other funds of the Paying Seller, and shall, forthwith upon receipt by the Paying Seller, be turned over to the Agent and any applicable Buyer in the exact form received by the Paying Seller (duly indorsed by the Paying Seller to the Agent or any applicable Buyer, if required), to be applied against amounts owing to the Agent and any Buyer by the Sellers under the Transaction Documents, whether matured or unmatured, in such order as the Agent may determine. (c) Each Seller shall remain obligated under this Section 21 of this Annex I notwithstanding that, without any reservation of rights against such Seller and without notice to or further assent by such Seller, any demand by the Agent for payment of any amounts owing to the Agent or any Buyer by any other Seller under the Transaction Documents may be rescinded by the Agent and any the payment of any such amounts may be continued, and the Joined Subsidiaries is accepting joint liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Agent, and several liability hereunder this Agreement and the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Agent may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Agent for the payment of amounts owing to the Agent or any Buyer by the Sellers under the Transaction Documents may be sold, exchanged, waived, surrendered or released. The Agent shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for amounts owing to the Agent or any Buyer by the Sellers under the Transaction Documents, or any property subject thereto. When making any demand hereunder against any Seller, the Agent may, but shall be under no obligation to, make a similar demand on any other Loan Documents Seller, and any failure by the Agent to make any such demand or to collect any payments from any other Seller, or any release of such other Seller shall not relieve any Seller in consideration respect of which a demand or collection is not made or the Sellers not so released of their obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the financial accommodations Agent or the Buyer against the Sellers. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. (d) Each Seller waives any and all notice of the creation, renewal, extension or accrual of any amounts at any time owing to the Agent or any Buyer by any other Seller under the Transaction Documents and notice of or proof of reliance by the Agent or the Buyers upon such Seller or acceptance of the obligations of such Seller under this Section 21 of this Annex I, and all such amounts, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Sellers under this Section 21; and all dealings between the Sellers, on the one hand, and the Agent and the Buyers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the obligations of the Sellers under this Section 21 of this Annex I. Each Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon such Seller with respect to any amounts at any time owing to the Agent or the Buyers by such Seller under the Transaction Documents, other than such notices as are expressly required to be provided given under this Agreement or any of the other Transaction Documents. Each Seller understands and agrees that it shall continue to be liable under this Section 21 of this Annex I without regard to (a) the validity, regularity or enforceability of any other provision of this Agreement or any other Transaction Document, any amounts at any time owing to the Agent or the Buyers by Lender the Sellers under the Transaction Documents, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Buyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Seller against the Agent or any Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Sellers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Sellers for any amounts owing to the Agent or the Buyers by the Sellers under the Transaction Documents, or of the Sellers under this Agreement, for in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Seller, the mutual benefitAgent and any Buyer may, directly but shall be under no obligation to, pursue such rights and indirectlyremedies as it may have against the Seller or any other Person or against any collateral security or guarantee related thereto or any right of offset with respect thereto, and any failure by the Agent or any Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Seller of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of each of Parent and the Joined Subsidiaries and Agent or any Buyer against Seller. (e) Anything herein or in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect any other Transaction Document to the payment and performance contrary notwithstanding, the maximum liability of all any Seller hereunder in respect of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any liabilities of the other Loan Documents, any payments made Sellers under this Agreement and the other Transaction Documents shall in no event exceed the amount which can be guaranteed by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or Seller under any other Loan Documents are hereby expressly made subordinate applicable federal and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, state laws relating to the prior payment in full in cash insolvency of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefordebtors.

Joint and Several Liability. (a) Each Seller hereby acknowledges and agrees that each Seller shall be jointly and severally liable to Purchaser to the maximum extent permitted by applicable law for all representations, warranties, covenants, obligations and indemnities of Parent all of Sellers hereunder. (b) Each Seller hereby agrees that, to the extent another Seller shall have paid more than its proportionate share of any payment made hereunder, the appropriate Seller shall be entitled to seek and receive contribution from and against any other Seller which has not paid its proportionate share of such payment; provided however, that the provisions of this clause shall in no respect limit the obligations and liabilities of any Seller to Purchaser, and, notwithstanding any payment or payments made by any Seller (“Paying Seller”) hereunder or any set-off or application of funds of Paying Seller by Purchaser, Paying Seller shall not be entitled to be subrogated to any of the rights of Purchaser against any other Seller or any collateral security or guarantee or right of set-off held by Purchaser, nor shall Paying Seller seek or be entitled to seek any contribution or reimbursement from any other Seller in respect of payments made by Paying Seller hereunder, until all amounts owing to Purchaser by Sellers under the Transaction Documents are paid in full. If any amount shall be paid to Paying Seller on account of such subrogation rights at any time when all such amounts shall not have been paid in full, such amount shall be held by Paying Seller in trust for Purchaser, segregated from other funds of Paying Seller, and shall, forthwith upon receipt by Paying Seller, be turned over to Purchaser in the exact form received by Paying Seller (duly indorsed by the Paying Seller to Purchaser, if required), to be applied against amounts owing to Purchaser by Sellers under the Transaction Documents, whether matured or unmatured, in such order as Purchaser may determine. (c) Each Seller shall remain obligated under this Article 29 notwithstanding that, without any reservation of rights against any Seller and without notice to or further assent by any Seller, any demand by Purchaser for payment of any amounts owing to Purchaser by any other Seller under the Transaction Documents may be rescinded by Purchaser and any the payment of any such amounts may be continued, and the Joined Subsidiaries is accepting joint liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of set-off with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Purchaser, and several liability hereunder this Agreement and the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms, as Purchaser may deem advisable from time to time, and any collateral security, guarantee or right of set-off at any time held by Purchaser for the payment of amounts owing to Purchaser by Sellers under the Transaction Documents may be sold, exchanged, waived, surrendered or released. Purchaser shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for amounts owing to Purchaser by Sellers under the Transaction Documents, or any property subject thereto. When making any demand hereunder against any Seller, Purchaser may, but shall be under no obligation to, make a similar demand on any other Loan Documents Seller, and any failure by Purchaser to make any such demand or to collect any payments from any other Seller, or any release of such other Seller shall not relieve any Seller in consideration respect of which a demand or collection is not made or Sellers not so released of their obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Purchaser against Sellers. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. (d) Each Seller waives any and all notice of the financial accommodations creation, renewal, extension or accrual of any amounts at any time owing to Purchaser by any other Seller under the Transaction Documents and notice of or proof of reliance by Purchaser upon any Seller or acceptance of the obligations of any Seller under this Article 29, and all such amounts, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of Sellers under this Article 29; and all dealings between Sellers, on the one hand, and Purchaser, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the obligations of Sellers under this Article 29. Each Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Seller with respect to any amounts at any time owing to Purchaser by any Seller under the Transaction Documents, other than such notices as are expressly required to be provided given under this Agreement or any of the other Transaction Documents. Each Seller understands and agrees that it shall continue to be liable under this Article 29 without regard to (i) the validity, regularity or enforceability of any other provision of this Agreement or any other Transaction Document, any amounts at any time owing to Purchaser by Lender Sellers under the Transaction Documents, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Purchaser, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Seller against Purchaser, or (iii) any other circumstance whatsoever (with or without notice to or Knowledge of Sellers) which constitutes, or might be construed to constitute, an equitable or legal discharge of Sellers for any amounts owing to Purchaser by Sellers under the Transaction Documents, or of Sellers under this Agreement, for the mutual benefitin bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Seller, directly and indirectlyPurchaser may, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect under no obligation to, or perform, pursue such Secured Obligation. Each of Parent rights and the Joined Subsidiaries hereby agrees that remedies as it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any Seller or any other Persons composing Borrower Person or against any collateral security or guarantee related thereto or any right of set-off with respect thereto, and any failure by Purchaser to pursue such other rights or remedies or to collect any payments from any Seller or any such other Person or to Lender hereunder realize upon any such collateral security or under guarantee or to exercise any such right of offset, or any release of any Seller or any such other Person or any such collateral security, guarantee or right of set-off, shall not relieve any Seller of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Purchaser against any Seller. (e) Anything herein or in any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, Transaction Document to the prior payment contrary notwithstanding, the maximum liability of any Seller hereunder in full in cash respect of the Secured Obligations and, liabilities of the other Sellers under this Agreement and the other Transaction Documents shall in no event exceed the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding amount which can be guaranteed by each Seller under the applicable federal and state laws of any jurisdiction relating to any the insolvency of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefordebtors.

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

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

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

Joint and Several Liability. a. Each of Parent the parties referred to as Borrower shall irrevocably be jointly and severally liable to HBU for all present or future indebtedness of any or all of them to HBU on account of the Joined Subsidiaries is accepting Loan or on any other basis whatsoever (including indebtedness arising from derivative transactions), whether or not arising in the ordinary course of banking business. b. The Borrower waives as against HBU all defences and rights accruing to debtors with joint and several liability hereunder and under the other Loan Documents in consideration or to sureties (borg). c. Each of the financial accommodations parties referred to be provided by Lender under this Agreement, for as Borrower hereby undertakes to grant HBU a right of pledge on the mutual benefit, directly and indirectly, rights of each of Parent recourse and the Joined Subsidiaries and in consideration of their undertakings subrogated rights arising pursuant to accept the joint and several liability for referred to in section a of this Article to secure all present and future indebtedness of the Secured ObligationsBorrower to HBU on account of the Loan or on any other basis whatsoever (including indebtedness arising from derivative transactions), whether or not arising in the ordinary course of banking business. Each In order to effectuate the above, the Borrower hereby pledges to HBU a right of Parent and pledge on the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, rights of recourse rights arising pursuant to the joint and several liability with respect referred to in section a of this Article as security as stated above. If the Borrower is subrogated to the payment and performance rights of all HBU, HBU reserves a pledge on the subrogated rights as security as stated above. HBU hereby accepts the above rights of pledge. This agreement constitutes a notice of these pledges to the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being other parties referred to as the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If Borrower and to HBU. d. To the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its a Borrower’s rights of contribution recourse or subrogation subrogated rights against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documentsparties referred to as Borrower are not subject to a right of pledge as described above, any payments made by it such rights shall be subordinated to Lender with respect to all present or future rights of HBU against any of the Secured Obligations or other parties referred to as Borrower. For that situation, each Borrower waives its right to subrogation in respect of any collateral security therefor until such time as all attached to the rights of HBU against any of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect parties referred to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, Borrower. e. Subject to the prior payment condition precedent that a Borrower is being sold to a third party in full in cash connection with a restructuring (ontvlechting), each Borrower waives its rights of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization recourse or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforsubrogated rights against that Borrower.

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

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

Joint and Several Liability. Each of Parent and (a) Notwithstanding anything to the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreementcontrary contained herein, for the mutual benefit, directly and indirectly, all Liabilities of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations Borrower hereunder shall be the joint and several obligations of Parent Borrowers. (b) Notwithstanding any provision herein contained to the contrary, each Borrower's obligations under this Section 18 (which obligations are in any event in addition to all Liabilities in respect of Loans advanced to and Letter of Credit Obligations issued for the Joined Subsidiaries account of such Borrower) shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the net amount of all Loans advanced to any other Borrower under this Agreement and then re-loaned or otherwise transferred to, or for the benefit of, such Borrower; and (ii) the amount that could be claimed by Agent and Lenders from such Borrower under this Section 18 without preferences rendering such claim voidable or distinction avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among themother things, such Borrower's right of contribution and indemnification from each other Obligor under Section 35 hereof. (c) Each Borrower assumes responsibility for keeping itself informed of the financial condition of each other Borrower, and any and all endorsers and/or guarantors of any instrument or document evidencing all or any part of such other Borrower's Liabilities and of all other circumstances bearing upon the risk of nonpayment by such other Borrowers of their Liabilities and each Borrower agrees that neither Agent nor any Lender shall have any duty to advise such Borrower of information known to Agent or any Lender regarding such condition or any such circumstances or to undertake any investigation not a part of its regular business routine. If Agent or any Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, neither Agent nor any Lender shall be under any obligation to update any such information or to provide any such information to such Borrower on any subsequent occasion. (d) Agent and Lenders are hereby authorized, without notice or demand and without affecting the liability of any other Borrower hereunder, to, at any time and from time to time, (i) renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to any Borrower's Liabilities (to the extent that permitted by this Agreement or any Other Agreement) or otherwise modify, amend or change the terms of Parent any promissory note or other agreement, document or instrument now or hereafter executed by any Borrower and delivered to Agent (to the Joined Subsidiaries extent permitted by this Agreement or any Other Agreement); (ii) accept partial payments on any Borrower's Liabilities; (iii) take and hold security or collateral for the payment of any Borrower's Liabilities hereunder or for the payment of any guaranties of any Borrower's Liabilities or other liabilities of any Borrower and exchange, enforce, waive and release any such security or collateral; (iv) apply such security or collateral and direct the order or manner of sale thereof as Agent, in its sole discretion, may determine; and (v) settle, release, compromise, collect or otherwise liquidate any Borrower's Liabilities and any security or collateral therefor in any manner, without affecting or impairing the obligations of the other Borrowers. Agent shall fail have the exclusive right to make determine the time and manner of application of any payment with respect payments or credits, whether received from a Borrower or any other source, and such determination shall be binding on such Borrower. All such payments and credits may be applied, reversed and reapplied, in whole or in part, to any of a Borrower's Liabilities as Agent shall determine in its sole discretion without affecting the Secured Obligations as and when due validity or to perform any enforceability of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any Liabilities of the other Loan DocumentsBorrowers. (e) Each Borrower hereby agrees that, except as hereinafter provided, its obligations hereunder shall be unconditional, irrespective of (i) the absence of any payments made attempt to collect a Borrower's Liabilities from any Borrower or any guarantor or other action to enforce the same; (ii) the waiver or consent by it to Agent or any Lender with respect to any provision of the Secured Obligations any instrument evidencing Borrowers' Liabilities, or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent part thereof, or the Joined Subsidiaries may have against any other Persons composing agreement heretofore, now or hereafter executed by a Borrower with respect and delivered to Agent or any payments Lender; (iii) failure by Agent to Lender hereunder take any steps to perfect and maintain its security interest in, or under to preserve its rights to, any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in security or collateral for Borrowers' Liabilities; (iv) the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event institution of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws Bankruptcy Code, or any similar proceeding, by or against a Borrower or Agent's election in any such proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code; (v) any borrowing or grant of a security interest by any Borrower as debtor-in-possession, under Section 364 of the Bankruptcy Code; (vi) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Agent's or any Lender's claim(s) for repayment of any jurisdiction relating of Borrowers' Liabilities; or (vii) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) No payment made by or for the account of a Borrower including, without limitations, (i) a payment made by such Borrower on behalf of another Borrower's Liabilities or (ii) a payment made by any other person under any guaranty, shall entitle such Borrower, by subrogation or otherwise, to any payment from such other Borrower or from or out of Parent such other Borrower's property and such Borrower shall not exercise any right or the Joined Subsidiaries, their respective debt remedy against such other Borrower or assets, whether voluntary or involuntary, all any property of such Secured Obligations shall be paid in full in cash before any payment or distribution other Borrower by reason of any character, whether in cash, securities or other property, shall be made to any other Persons composing performance of such Borrower thereforof its joint and several obligations hereunder.

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

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

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

Joint and Several Liability. Each (b) Notwithstanding any other provisions of Parent this Agreement or the other Credit Documents, the maximum aggregate amount for which a Borrower shall be liable hereunder with respect to Loans to the other Borrower and other Obligations of the Joined Subsidiaries is accepting joint other Borrower shall not exceed the maximum aggregate amount of Obligations which does not render this Section 1.14, as it relates to such Borrower, void or voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer. Subject to the preceding sentence, each Borrower shall be liable for payment of Obligations when due and several liability hereunder not for collection thereof and each Lender may, from time to time, enforce this provision against any Borrower up to the full amount of the Obligations owed to such Lender without proceeding against the other Borrower, against any security for the Obligations, against any Subsidiary Guarantor or under any Subsidiary Guarantee covering the Obligations. (c) The Borrowers hereby agree, as between themselves, that if any Borrower (an "Excess Funding Borrower") shall pay amounts in excess of the portion of the then outstanding Obligations which have arisen in respect of extensions of credit to or for the benefit of the Excess Funding Borrower the other Borrower shall, on demand (but subject to the next sentence hereof), pay to the Excess Funding Borrower an amount equal to such excess. The payment obligation of any Borrower to any Excess Funding Borrower under this Section 1.14(c) shall be subordinate in right of payment to, and subject to, the prior payment and satisfaction in full of the Obligations of such Borrower under the other Loan Documents in consideration provisions of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent Agreement and the Joined Subsidiaries other Credit Documents and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, such Excess Funding Borrower shall not merely as a surety but also as a co-debtor, joint and several liability exercise any right or remedy with respect to the such excess until payment and performance satisfaction in full of all of the Secured Obligations (includingObligations; in addition, without limitation, any Secured Obligations arising no Borrower shall be obligated to pay to the Excess Funding Borrower an amount under this Section 11.18)1.14(c) greater than the amount which, it being when taken together with the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any aggregate of the Secured Obligations as amounts paid by it under this Credit Agreement and when due or to perform any all other payments under this Section 1.14, would exceed the portion of the Secured then outstanding Obligations which have arisen in accordance with respect of extensions of credit to or for the terms thereof, then in each benefit of such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforBorrower.

Joint and Several Liability. Each (a) Notwithstanding anything to the contrary contained herein, all Liabilities of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder each Borrower (including without limitation Liabilities hereunder, under all Other Agreements and under the other EXIM Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations ) shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent Borrowers; provided however that any of Parent or the Joined Subsidiaries shall fail to make any payment (i) German Borrower’s obligations under this Section 18 with respect to any of the Secured Obligations as US Loans shall not exceed Two Million One Hundred Thousand and when due or to perform any of No/100 Dollars ($2,100,000) (the Secured Obligations in accordance with “German Borrower Cross Collateralization Cap”; it being understood that the terms thereof, then in each such event, the other Persons composing German Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will Cross Collateralization Cap shall not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower apply with respect to any liability incurred by it hereunder Term Loan C or under any of the other Term Loan Documents, any payments made by it to Lender D) and (ii) Spanish Borrower’s obligations with respect to the Loans shall not exceed Two Million Eight Hundred Thousand and No/100 Dollars ($2,800,000) (the “Spanish Borrower Cap”). (b) Notwithstanding any provisions of this Agreement to the contrary, it is intended that the joint and several nature of the Secured Obligations Liabilities of US Borrower and the liens and security interests granted by US Borrower to secure the Liabilities, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, Lender and US Borrower agree that if the Liabilities of US Borrower, or any collateral liens or security therefor until interests granted by US Borrower securing the Liabilities would, but for the application of this sentence, constitute a Fraudulent Conveyance, the Liabilities of US Borrower and the liens and security interests securing such time as all Liabilities shall be valid and enforceable only to the maximum extent that would not cause such Liabilities or such lien or security interest to constitute a Fraudulent Conveyance, and the Liabilities of US Borrower and this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of Chapter 11 of Title II of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or United States Code (11 U.S.C. § 101, et seq.), as amended (the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor“Bankruptcy Code”).

Joint and Several Liability. Each (a) All of Parent the obligations of the Borrowers under this Agreement and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to shall be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for several. (b) Each Borrower agrees that Lender shall not have any responsibility to inquire into the Secured Obligations. apportionment, allocation or disposition of any borrowing as among the Borrowers. (c) Each of Parent and the Joined SubsidiariesBorrower hereby waives, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment itself and performance of all of the Secured Obligations (including, without limitationits obligations hereunder, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations right (except as shall be the joint required by applicable statute and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and cannot be waived) to the extent that any of Parent or the Joined Subsidiaries shall fail require Lender to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation (i) proceed against any other Persons composing Borrower with respect or any other Person, (ii) proceed against or exhaust any security held from any other Borrower or any other Person or (iii) pursue any other remedy in Lender’s power whatsoever. Each Borrower hereby waives any defense based on or arising out of any defense of any other Borrower or any other Person other than payment in full of the Obligations, including any defense based on or arising out of the disability of any other Borrower or any other Person, or the enforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower other than payment in full of the Obligations. Subject to any liability incurred by it hereunder or under any the terms of this Agreement and the other Loan Documents, Lender may, at its election, foreclose on any payments made security held by it Lender by one or more judicial or non-judicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy Lender with respect to may have against any of the Secured Obligations other Borrower or any collateral security therefor until such time as all other Person, or any security, without affecting or impairing in any way the liability of either Borrower hereunder except to the Secured extent the Obligations have been paid in full in cashfull. Any claim which Each Borrower waives all rights and defenses arising out of any such election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed any of Parent such Borrower’s or the Joined Subsidiaries may have any other Borrower’s rights of subrogation and reimbursement against any other Persons composing Borrower. (d) Each Borrower waives any defense, right of set-off, claim or counterclaim whatsoever and any and all other rights, benefits, protections and other defenses available to it now or at any time hereafter. (e) Each Borrower waives all rights and defenses that such Borrower may have because the Obligations are secured by real property. This means, among other things: (i) Lender may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by such Borrower or any other Borrower. (ii) If Lender forecloses on any real property collateral pledged by such Borrower or any other Borrower: 1) the amount of the debt 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 2) Lender may collect from each Borrower even if Lender, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from any other Borrower. (f) This is an unconditional and irrevocable waiver of any rights and defenses each Borrower may have because such Borrower’s debt is secured by real property. (g) Each Borrower waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Borrower’s rights of subrogation and reimbursement against the principal. (h) Each Borrower assumes all responsibility for being and keeping itself informed of each other Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which such Borrower assumes and incurs under any payments Loan Document, and agrees that Lender shall have no duty to advise such Borrower or any other Borrower of information known to Lender hereunder regarding such circumstances or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as risks. The parties hereto have caused this Agreement to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, be duly executed by their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforAuthorized Officers on the day and year first above written.

Joint and Several Liability. Each CROSS-GUARANTY; RIGHT OF SUBROGATION; WAIVER OF SURETYSHIP DEFENSES; SUBORDINATION; APPOINTMENT 12.1 Notwithstanding anything to the contrary contained herein, the Companies shall be jointly and severally liable to the Lenders for all Obligations hereunder, regardless of Parent whether such Obligations arise as a result of Revolving Loans, Letters of Credit, the Term Loan or credit extensions to one Company, it being stipulated and agreed that Revolving Loans, Letters of Credit, the Joined Subsidiaries is accepting Term Loan and credit extensions hereunder to one Company inure to the benefit of all Companies, and that the Lenders are relying on the joint and several liability hereunder of the Companies in making Revolving Loans and under the Term Loan, guaranteeing the Letters of Credit and extending credit hereunder. 12.2 Each Company hereby guarantees to the Lenders the timely payment in full of all of the Obligations of each Borrower and further guarantees the due performance by the other Loan Documents Companies of their respective duties and covenants made in consideration favor of the financial accommodations to be provided by Lender under Agent and/or the Lenders hereunder. Each Company agrees that neither this Agreement, for cross-corporate guaranty nor the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability of Companies hereunder nor the liens of the Agent for the Secured benefit of the Lenders in any of the Collateral of any Company shall be unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations. Each , (ii) the absence of Parent and any attempt to collect any of the Joined SubsidiariesObligations from any other Company or any Collateral or other security therefor, jointly and severallyor the absence of any other action to enforce the same, hereby irrevocably(iii) the waiver, absolutely and unconditionally acceptsconsent, not merely as a surety but also as a co-debtorextension, joint and several liability forbearance or granting of any indulgence by the Lenders with respect to any provision of any instrument evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Company and delivered to the Lenders, (iv) the failure by the Agent or the Lenders to take any steps to perfect or maintain the perfected status of its lien or security interest in, or to preserve its or their rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or the Agent's or the Lenders' release of any Collateral or of its or their liens and security interests upon any Collateral, (v) the Agent's on behalf of the Lenders election, in any proceeding instituted under the Bankruptcy Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by any Company, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any Company for the payment of any of the Obligations, (ix) any amendment or modification of any of the provisions of this Financing Agreement or waiver of any Default or Event of Default, (x) any increase in the amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, or any decrease in the same, (xi) the disallowance of all or any portion of the Agent's or the Lenders claims for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or (xii) any other circumstances that might constitute a legal or equitable discharge or defense of any Company. After the occurrence and during the continuance of any Event of Default, the Lenders may proceed directly and at once, without notice to any Company, against any or all of the Companies to collect and recover all or any part of the Obligations, without first proceeding against any other Company or against any Collateral or other security for the payment or performance of any of the Obligations, and each Company waives any provision that might otherwise require the Lenders under applicable law to pursue or exhaust its remedies against any Collateral or Company before pursuing another Company. Each Company consents and agrees that neither the Agent nor any Lender shall be under any obligation to marshall any assets in favor of any Company or against or in paymenx xx xxx or all of the Obligations. 12.3 No payment or payments made by a Company or received or collected by the Lenders or by the Agent on behalf of the Lenders from a Company or any other person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Company under this Financing Agreement, each of whom shall remain jointly and severally liable for the payment and performance of all of Obligations until the Secured Obligations (including, without limitation, any Secured are paid in full and this Financing Agreement is terminated in writing. 12.4 Each Company is unconditionally obligated to repay the Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the as a joint and several obligations obligor under this Financing Agreement. If, as of Parent any date, the aggregate amount of payments made by Company on account of the Obligations and the Joined Subsidiaries without preferences or distinction among them. If and proceeds of such Company's Collateral that are applied to the extent that any Obligations exceeds the aggregate amount of Parent or the Joined Subsidiaries shall fail loan proceeds actually used by such Company in its business (such excess amount being referred to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereofan "Accommodation Payment"), then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made Companies (each such Company being referred to as a "Contributing Company") shall be obligated to make contribution to such Company (the "Paying Company") in an amount equal to (i) the product derived by it to Lender with respect to any multiplying the sum of each Accommodation Payment of each Company by the Allocable Percentage of the Secured Obligations or any collateral security therefor until such time as all Company from whom contribution is sought less (ii) the amount, if any, of the Secured Obligations have been then outstanding Accommodation Payment of such Contributing Company (such last mentioned amount which is to be subtracted from the aforesaid product to be increased by any amounts theretofore paid by such Contributing Company by way of contribution hereunder, and to be decreased by any amounts theretofore received by such Contributing Company by way of contribution hereunder); provided, however, that a Paying Company's recovery of contribution hereunder from the other Companies shall be limited to that amount paid by the Paying Company in full in cashexcess of its Allocable Percentage of all Accommodation Payments then outstanding of all Companies. Any claim As used herein, the term "Allocable Percentage" shall mean, on any date of determination thereof, a fraction the denominator of which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, shall be equal to the prior payment in full in cash number of Companies who are parties to this Financing Agreement on such date and the Secured Obligations andnumerator of which shall be 1; provided, however, that such percentages shall be modified in the event that contribution from a Company is not possible by reason of any insolvency, bankruptcy, receivership, liquidation, reorganization bankruptcy or otherwise by reducing such Company's Allocable Percentage equitably and by adjusting the Allocable Percentage of the other similar proceeding under Companies proportionately so that the laws Allocable Percentages of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforCompanies at all times equals 100%.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting (a) Borrowers shall have joint and several liability in respect of all Obligations hereunder and under any other Loan Document to which any Borrower is a party, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrowers' liability hereunder, in bankruptcy or in any other instance, and the Obligations of Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against Borrowers or against any other person which may be or become liable in respect of all or any part of the Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder. (b) Notwithstanding any other provisions of this Agreement or the other Loan Documents, the maximum aggregate amount for which a Borrower shall be liable hereunder with respect to Loans to any other Borrower and other Obligations of any other Borrower shall equal the greater of (i) 95% of the excess of the fair saleable value of the property of such Borrower over the total liabilities of such Borrower (including the maximum amount reasonably expected to become due in respect of contingent liabilities, other than any such contingent liabilities hereunder and under the other Loan Documents in consideration of the financial accommodations Documents), such excess to be provided by Lender under this Agreementdetermined on the date hereof or the date on which, for the mutual benefitfrom time to time, directly and indirectly, enforcement against such Borrower of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept its joint and several liability for hereunder is sought by the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as Administrative Agent or a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences Lender or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to realization against any of the Secured property or assets of such Borrower is effected by the Administrative Agent or a Lender, whichever is higher, or (ii) the maximum aggregate amount of Obligations which does not render this Section 2.20, as it relates to such Borrower, void or voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer. Subject to the preceding sentence, each Borrower understands, agrees and confirms that each Borrower shall be liable for payment of Obligations when due or and not for collection thereof and that each Lender may, from time to perform time, enforce this provision against any Borrower up to the full amount of the Secured Obligations in accordance with the terms thereof, then in each owed to such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation Lender without proceeding against any other Persons composing Borrower with respect to Borrower, against any liability incurred by it hereunder security for the Obligations, against any Guarantor or under any of Guarantee covering the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

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

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting (a) The Borrowers shall have joint and several liability in respect of all Obligations hereunder and under any other Loan Documents to which either Borrower is a party, without regard to any defense (other than the defense that payment in full has been made), set-off or counterclaim which may at any time be available to or be asserted by the other Borrower against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers' liability hereunder, in bankruptcy or in any other instance, and the Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other Person at any time of any right or remedy against the Borrowers or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against the other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to the other Borrower hereunder and any of the amounts owing hereunder by such other Borrower in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceeds against such other Borrower under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of such amounts owing hereunder. (b) Notwithstanding any other provisions of this Agreement or the other Loan Documents, the maximum aggregate amount for which VUHI shall be liable hereunder with respect to Loans to Parent and other Obligations of Parent shall equal the greater of (i) 95% of the excess of the fair saleable value of the property of VUHI over the total liabilities of VUHI (including the maximum amount reasonably expected to become due in respect of contingent liabilities, other than any such contingent liabilities hereunder and under the other Loan Documents in consideration of the financial accommodations Documents), such excess to be provided by Lender under this Agreementdetermined on the date hereof or the date on which, for the mutual benefitfrom time to time, directly and indirectly, enforcement against VUHI of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept its joint and several liability for hereunder is sought by the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as Administrative Agent or a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences Lender or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to realization against any of the Secured property or assets of VUHI is effected by the Administrative Agent or a Lender, whichever is higher, and (ii) the maximum aggregate amount of Obligations which does not render this Section 9.13, as it relates to VUHI, void or voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer. Subject to the preceding sentence, each Borrower understands, agrees and confirms that each Borrower shall be liable for payment of Obligations when due or and not for collection thereof and that each Lender may, from time to perform any time, enforce this provision against either Borrower up to the full amount of the Secured Obligations in accordance with the terms thereof, then in each owed to such event, Lender without proceeding against the other Persons composing Borrower will make such payment with respect toBorrower, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to security for the Obligations, against any liability incurred by it hereunder guarantor or under any of guarantee covering the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. (a) The Obligations of the Borrowers hereunder shall be joint and several in nature regardless of which such Person actually receives or received (or receives or received the proceeds of) Loans, Letters of Credit and other extensions of credit hereunder or the amount of such Loans, Letters of Credit and other extensions of credit received or the manner in which the Administrative Agent or any Lender accounts for such Loans, Letters of Credit and other extensions of credit on its books and records. Each Borrower’s obligations with respect to Loans, Letters of Parent Credit and other extensions of credit made to it hereunder, and each such Borrower’s obligations arising as a result of the Joined Subsidiaries is accepting joint and several liability of such Borrower hereunder, with respect to Loans, Letters of Credit and other extensions of credit made to and other Obligations owing by the other Borrowers hereunder shall be primary obligations of each such Borrower. (b) The obligations of the Borrowers under clause (a) above are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by Applicable Law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 2.20 that the obligations of the Borrowers hereunder shall be absolute and unconditional under any and all circumstances. Each Borrower agrees that with respect to its obligations under the foregoing clause (a), such Borrower shall have no right of subrogation, indemnity, reimbursement or contribution against the any other Loan Documents Borrower for amounts paid under this Section 2.20 until such time as the Obligations have been paid in consideration full and the Revolving Commitments have expired or terminated. Without limiting the generality of the financial accommodations foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Borrower under the foregoing clause (a), which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to any Borrower, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of any of the Credit Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, or any other agreement or instrument referred to in such Credit Documents, Secured Swap Agreements or Secured Treasury Management Agreements, shall be done or omitted; (iii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Credit Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, or any other agreement or instrument referred to in such Credit Documents, Secured Swap Agreements or Secured Treasury Management Agreements, shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (iv) any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or (v) any of the Obligations shall be determined to be provided by Lender under this Agreementvoid or voidable (including, without limitation, for the mutual benefit, directly and indirectly, benefit of each any creditor of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect any Borrower) or shall be subordinated to the payment and performance claims of all of the Secured Obligations any Person (including, without limitation, any Secured Obligations arising creditor of any Borrower). With respect to its obligations under this Section 11.18the foregoing clause (a), it being each Borrower hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences Administrative Agent or distinction among them. If and to the extent that any of Parent Lender exhaust any right, power or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due remedy or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation proceed against any other Persons composing Borrower with respect to any liability incurred by it hereunder or Person under any of the other Loan Credit Documents, any payments made by it Secured Swap Agreement, any Secured Treasury Management Agreement, or any other agreement or instrument referred to Lender with respect to in such Credit Documents, Secured Swap Agreements, Secured Treasury Management Agreements, or against any other Person under any other guarantee of, or security for, any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. (a) Each of Parent and the Joined Subsidiaries Borrower is accepting joint and several liability hereunder under this Agreement and under the other Loan Documents Master Note in consideration of the financial accommodations to be provided by Lender under this Agreement, for a joinder to the mutual benefit, directly new Amended and indirectly, of each of Parent Restated Master Note and Amended and Restated Term Note (the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. “Notes”). (b) Each of Parent and the Joined SubsidiariesBorrower, jointly and severally, hereby irrevocably, absolutely irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with each Borrower, with respect to the payment and performance of all of the Secured Obligations Liabilities of each Borrower to Lender under this Agreement and the Notes (including, without limitation, any Secured Obligations Liabilities arising under this Section 11.18section), it being the intention of Parent and the Joined Subsidiaries parties hereto that all the Secured Obligations Liabilities of each Borrower to Lender under this Agreement and the Notes shall be the joint and several obligations Liabilities of Parent and each of the Joined Subsidiaries Borrowers without preferences or distinction among them. . (c) If and to the extent that any of Parent or the Joined Subsidiaries Borrowers shall fail to make any payment with respect to any of the Secured Obligations Liabilities of each Borrower to Lender under this Agreement or the Notes, as and when due or to perform any of the Secured Obligations such Liabilities in accordance with the terms thereof, then in each such event, event the other Persons composing Borrower Borrower, under this Agreement or the Notes will make such payment with respect to, or perform, such Secured ObligationLiabilities. (d) The Liabilities of each Borrower under the provisions of this section constitute full recourse Liabilities of each Borrower enforceable against each such Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstance whatsoever. (e) Each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any loans made under this Agreement, notice of any action at any time taken or omitted by Lender under or in respect of any of the Liabilities of each Borrower to Lender under this Agreement and the Notes, and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of Parent the time for the payment of any of the Liabilities of each Borrower to Lender under this Agreement and the Joined Subsidiaries hereby agrees that Notes, the acceptance of any payment of any such Liabilities, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Lender at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Lender in respect of any of the Liabilities of each Borrower to Lender under this Agreement and the Notes, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Liabilities of each Borrower to Lender or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on Lender’s part with respect to the failure by any Borrower to comply with any of its respective Liabilities, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this section, afford grounds for terminating, discharging or relieving any Borrower, in while or in part, from any of its Liabilities under this section, it will being the intention of each Borrower that, so long as any of the Liabilities under this Agreement remain unsatisfied, the Liabilities of such Borrower under this section shall not enforce be discharged except by performance and then only to the extent of such performance. The Liabilities of each Borrower under this section shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement , liquidation, reconstruction or similar proceeding with respect to any other Borrower or Lender. The joint and several liability of each Borrower under this Agreement shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or Lender. (f) The provisions of this section are made for the benefit of Lender and Lender’s successors and assigns, and may be enforced by Lender in good faith from time to time against any or all of the Borrowers as often as occasion therefor may arise and without requirement on Lender’s part first to marshal any of its claims or to exercise any of its rights of contribution against any Borrower or subrogation to exhaust any remedies available to Lender against any other Persons composing Borrower with respect or to resort to any liability incurred by it hereunder other source or under means of obtaining payment of any of the Liabilities under this Agreement or to elect any other Loan Documents, any payments made by it to Lender with respect to any remedy. The provisions of the Secured Obligations or any collateral security therefor this section shall remain in effect until such time as all of the Secured Obligations Liabilities of each Borrower to Lender under this Agreement and the Notes shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in cash. Any claim which respect of any of Parent such Liabilities of each Borrower to Lender, is rescinded or must otherwise be restored or returned by Lender upon the Joined Subsidiaries insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this section will forthwith be reinstated in effect, as though such payment had not been made. (g) Until such time as all outstanding Liabilities are paid and discharged in full, each Borrower agrees that it shall not have, and hereby expressly waives: (i) any right to subrogation or indemnification, and any other right to payment from or reimbursement by any other Borrower, in connection with or as a consequence of any payment made by any Borrower to Lender, (ii) any right to enforce any right or remedy which Lender have or may hereafter have against any other Persons composing Borrower with respect Borrower, and (iii) any benefit of, and any right to participate in (A) any payments collateral now or hereafter held by Lender, or (B) any payment to Lender hereunder by, or under collection by Lender from any other Loan Documents Borrower. The provisions of this paragraph are hereby expressly made subordinate for the express benefit of each Borrower as well as Lender, and junior may be enforced independently by each Borrower or any successor in right of payment, without limitation as interest to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforeach Borrower.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries Borrower is accepting joint and several liability hereunder and under the other Loan Documents (other than the Warrant) in consideration of the financial accommodations to be provided by the Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries Borrower and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined SubsidiariesBorrower, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.1811.19), it being the intention of Parent and the Joined Subsidiaries each Borrower that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries each Borrower without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail Borrower fails to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower comprising the Borrowers will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower comprising the Borrowers with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to the Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cashCash. Any claim which any of Parent or the Joined Subsidiaries Borrowers may have against any other Persons composing Borrower comprising the Borrowers with respect to any payments to the Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash Cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined SubsidiariesBorrowers, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash Cash before any payment or distribution of any character, whether in cashCash, securities or other property, shall be made to any other Persons composing Borrower comprising the Borrowers therefor.

Joint and Several Liability. Each (a) Joint and several Notwithstanding anything to the contrary contained in any of Parent the Security Documents, the agreements, obligations and liabilities of the Joined Subsidiaries is accepting Borrowers herein contained are joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to shall be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligationsconstrued accordingly. Each of Parent the Borrowers agrees and consents to be bound by the Joined SubsidiariesSecurity Documents to which it is, or is to be, a party notwithstanding that the other Borrowers (or any of them) which is intended to sign or to be bound may not do so or be effectually bound and notwithstanding that any of the Security Documents may be invalid or unenforceable against the other Borrowers (or any of them), whether or not the deficiency is known to the Lenders. (b) Borrowers as principal debtors Each Borrower acknowledges and confirms that it is a principal and original debtor in respect of all amounts which may become payable by the Borrowers in accordance with the terms of this Agreement or any of the other Security Documents and agrees that the Lenders may also continue to treat it as such, whether or not the Lenders are or becomes aware that such Borrower is or has become a surety for the other Borrowers (or any of them). (c) Indemnity The Borrowers hereby agree jointly and severallyseverally to keep the Lenders fully indemnified on demand against all damages, hereby irrevocablylosses, absolutely costs and unconditionally acceptsexpenses arising from failure of any of the Borrowers to perform or discharge any purported obligation or liability of a Borrower which would have been the subject of this Agreement had it been valid and enforceable and which is not or ceases to be valid and enforceable against a Borrower on any ground whatsoever, whether or not merely as a surety but also as a co-debtor, joint and several liability with respect known to the payment and performance of all of the Secured Obligations Lenders (including, without limitation, any Secured Obligations arising irregular exercise or absence of any corporate power or lack of authority of, or breach of duty by, any person purporting to act on behalf of a Borrower (or any legal or other limitation, whether under the Limitation Acts or otherwise or any disability or death, bankruptcy, unsoundness of mind, insolvency, liquidation, dissolution, winding up, administration, receivership, amalgamation, reconstruction or any other incapacity of any person whatsoever (including, in the case of a partnership, a termination or change in the composition of the partnership) or any change of name or style or constitution of any Security party)). (d) Liability unconditional None of the obligations or liabilities of the Borrowers under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations Agreement or any other Security Document shall be discharged or reduced by reason of: (i) the joint and several obligations death, bankruptcy, unsoundness of Parent and mind, insolvency, liquidation, dissolution, winding-up, administration, receivership, amalgamation, reconstruction or other incapacity of any person whatsoever (including, in the Joined Subsidiaries without preferences case of a partnership, a termination or distinction among them. If and change in the composition of the partnership) or any change of name or style or constitution of a Borrower or any other person liable; (ii) the Lenders granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, a Borrower or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting, varying any compromise, arrangement or settlement or omitting to claim or enforce payment from a Borrower or any other person liable; or (iii) anything done or omitted which but for this provision might operate to exonerate the extent that Borrowers or any of Parent or the Joined Subsidiaries them. (e) Recourse to other security The Lenders shall fail not be obliged to make any claim or demand or to resort to any Security Document or other means of payment with respect now or hereafter held by or available to it for enforcing this Agreement or any of the Secured Obligations as Security Documents against a Borrower or any other person liable and when due no action taken or to perform omitted by the lenders in connection with any such Security Document or other means of payment will discharge, reduce, prejudice or affect the liability of the Borrowers (or any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent them) under this Agreement and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect Security Documents to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent them is, or the Joined Subsidiaries may have against any other Persons composing Borrower with respect is to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of paymentbe, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefora Party.

Joint and Several Liability. Each (a) All Obligations of Parent the Borrowers under this Agreement and the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to shall be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured ObligationsObligations of each Borrower. Each of Parent Anything contained in this Agreement and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect other Loan Documents to the payment and performance contrary notwithstanding, the Obligations of all of the Secured Obligations (includingeach Borrower hereunder, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and solely to the extent that such Borrower did not receive proceeds of Loans from any borrowing hereunder, shall be limited to a maximum aggregate amount equal to the largest amount that would not render its Obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under §548 of Parent the Bankruptcy Code, 11 U.S.C. §548, or any applicable provisions of comparable state law (collectively, the Joined Subsidiaries shall fail “Fraudulent Transfer Laws”), in each case after giving effect to make all other liabilities of such Borrower, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any payment with liabilities of such Borrower in respect of intercompany Indebtedness to any other Credit Party or Affiliates of any other Credit Party to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Credit Party hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Secured Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Borrower pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Borrower and other Affiliates of any Credit Party of Obligations as and when due or to perform any of arising under Guarantees by such parties. (b) Until the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations shall have been paid in full in cashCash, each Borrower shall withhold exercise of any right of subrogation, contribution or any other right to enforce any remedy which it now has or may hereafter have against the other Borrower or any other guarantor of the Obligations. Any claim which Each Borrower further agrees that, to the extent the waiver of its rights of subrogation, contribution and remedies as set forth herein is found by a court of competent jurisdiction to be void or voidable for any of Parent or the Joined Subsidiaries reason, any such rights such Borrower may have against the other Borrower, any collateral or security or any such other Persons composing Borrower with respect guarantor, shall be junior and subordinate to any payments to Lender hereunder rights the Administrative Agent may have against the other Borrower, any such collateral or security, and any such other guarantor. The Borrowers under any this Agreement and the other Loan Documents are hereby expressly made subordinate together desire to allocate among themselves, in a fair and junior in right of paymentequitable manner, without limitation as to any increases in the Secured their Obligations arising hereunder or thereunder, to under this Agreement and the prior payment in full in cash of the Secured Obligations andother Loan Documents. Accordingly, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution is made on any date by any Borrower under this Agreement and the other Loan Documents (a “Funding Borrower”) that exceeds its Obligation Fair Share (as defined below) as of such date, that Funding Borrower shall be entitled to a contribution from the other Borrower in the amount of such other Borrowers’ Obligation Fair Share Shortfall (as defined below) as of such date, with the result that all such contributions will cause each Borrowers’ Obligation Aggregate Payments (as defined below) to equal its Obligation Fair Share as of such date. “Obligation Fair Share” means, with respect to a Borrower as of any characterdate of determination, whether an amount equal to (i) the ratio of (X) the Obligation Fair Share Contribution Amount (as defined below) with respect to such Borrower to (Y) the aggregate of the Obligation Fair Share Contribution Amounts with respect to all the Borrowers, multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Borrowers under this Agreement and the other Loan Documents in cash, securities or other property, shall be made to any other Persons composing Borrower therefor.respect of the

Joint and Several Liability. (a) The liability of the Borrowers for all amounts due to the Collateral Agent or any Lender under this Agreement shall be joint and several regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Collateral Agent or such Lender accounts for such Loans or other extensions of credit on its books and records. Each Borrower's Obligations with respect to Loans made to it, and each Borrower's Obligations arising as a result of Parent and the Joined Subsidiaries is accepting joint and several liability hereunder and under of the Borrowers hereunder, with respect to Loans made to the other Loan Documents in consideration Borrower hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of each Borrower. (b) Each Borrower's Obligations arising as a result of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for of the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability Borrowers hereunder with respect to Loans or other extensions of credit made to the payment and performance other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of all (1) the validity or enforceability, avoidance or subordination of the Secured Obligations of such other Borrower or of any promissory note or other document evidencing all or any part of the Obligations of such other Borrower, (including, without limitation2) the absence of any attempt to collect the Obligations from such other Borrower, any Secured Obligations arising under this Section 11.18)other guarantor, it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent other security therefor, or the Joined Subsidiaries shall fail to make any payment with respect to any absence of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect action to enforce the same, (3) the waiver, consent, extension, forbearance or granting of any liability incurred indulgence by it hereunder the Collateral Agent or under any of the other Loan Documents, any payments made by it to Lender with respect to any provision of any instrument evidencing the Obligations of such other Borrower, or any part thereof, or any other agreement now or hereafter executed by such other Borrower and delivered to the Collateral Agent or any Lender, (4) the failure by the Collateral Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of such other Borrower, (5) the Collateral Agent's or any Lender's election, in any proceeding instituted under the Bankruptcy Code, of the Secured Obligations application of Section 1111(b)(2) of the Bankruptcy Code, (6) any borrowing or grant of a security interest by such other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (7) the disallowance of all or any collateral security therefor until such time as all portion of the Secured Collateral Agent's or any Lender's claim(s) for the repayment of the Obligations of such other Borrower under Section 502 of the Bankruptcy Code, or (8) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of such other Borrower. With respect to each Borrower's Obligations arising as a result of the joint and several liability of the Borrowers hereunder with respect to Loans or other extensions of credit made to any of the other Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid in full in cash. Any claim and the Loan Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which the Collateral Agent or any of Parent Lender now or the Joined Subsidiaries may hereafter have against any other Persons composing Borrower with respect Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any payments security or collateral given to the Collateral Agent or any Lender hereunder to secure payment of the Obligations or under any other Loan Documents are hereby expressly made subordinate liability of the Borrowers to the Collateral Agent or any Lender. (c) Upon any Event of Default, the Collateral Agent may proceed directly and junior in right of paymentat once, without limitation as notice, against either Borrower to collect and recover the full amount, or any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash portion of the Secured Obligations andObligations, without first proceeding against the other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Collateral Agent shall be under no obligation to xxxxxxxx any assets in the event favor of such Borrower or against or in payment of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under all of the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. Each (a) All Borrowers shall be liable for all amounts due to Agent and Lenders under this Agreement, regardless of Parent which Borrower actually receives the Loans or Letters of Credit hereunder or the amount of such Loans received or the manner in which Agent and Lenders account for such Loans, Letters of Credit or other extensions of credit on its books and records. The Obligations with respect to Loans made to a Borrower, and the Joined Subsidiaries is accepting Obligations arising as a result of the joint and several liability hereunder and under of a Borrower hereunder, with respect to Loans made to the other Loan Documents in consideration Borrowers hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability of a Borrower hereunder with respect to Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (ii) the absence of any attempt to collect the Obligations from the other Borrowers or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by Agent or Lenders with respect to any provisions of any instrument evidencing the Obligations of the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to Agent, for itself and on behalf of Lenders, except to the extent such waiver, consent, extension, forbearance or granting of any indulgence explicitly is effective with respect to such Borrower, (iv) the failure by Agent or Lenders to take any steps to perfect and maintain its security interest in, or to preserve its rights and maintain its security or collateral for the Secured Obligations of the other Borrowers, (v) the election of Agent or Lenders in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) the disallowance of all or any portion of the claim(s) of Agent or Lenders for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (vii) any other circumstances which might constitute a legal or equitable discharge or defense of the other Borrowers other than Full Payment of the Obligations. Each of Parent and With respect to the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely Obligations arising as a surety but also as a co-debtor, result of the joint and several liability of a Borrower hereunder with respect to Loans, Letters of Credit or other extensions of credit made to the other Borrowers hereunder, each Borrower waives, until Full Payment of the Obligations and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Agent or Lenders now has or may hereafter have against Borrowers, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Agent and Lenders. Upon any Event of Default and for so long as the same is continuing, DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Agent and Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that Agent and Xxxxxxx shall be under no obligation to marshal any assets in favor of Xxxxxxxx(s) or against or in payment of any or all of the Obligations. (b) Each Borrower expressly subordinates (to the extent permitted by Applicable Law) any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or hereafter have against the other Borrowers or other Person directly or contingently liable for the Obligations hereunder, or against or with respect to the payment and performance of all of the Secured Obligations other Borrowers’ property (including, without limitation, any Secured Obligations arising under this Section 11.18property which is Collateral for the Obligations), it being arising from the intention existence or performance of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any this Agreement until Full Payment of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. (a) Each Seller hereby acknowledges and agrees that each Seller shall be jointly and severally liable to Buyer to the maximum extent permitted by applicable law for all representations, warranties, covenants, obligations and indemnities of Parent all of Sellers hereunder. (b) Each Seller hereby agrees that, to the extent another Seller shall have paid more than its proportionate share of any payment made hereunder, the appropriate Seller shall be entitled to seek and receive contribution from and against any other Seller which has not paid its proportionate share of such payment; provided however, that the provisions of this clause shall in no respect limit the obligations and liabilities of any Seller to Buyer, and, notwithstanding any payment or payments made by any Seller (“Paying Seller”) hereunder or any set-off or application of funds of Paying Seller by Buyer, Paying Seller shall not be entitled to be subrogated to any of the rights of Buyer against any other Seller or any collateral security or guarantee or right of offset held by Buyer, nor shall Paying Seller seek or be entitled to seek any contribution or reimbursement from the other Sellers in respect of payments made by Paying Seller hereunder, until all amounts owing to Buyer by Sellers under the Repurchase Documents are paid in full. If any amount shall be paid to Paying Seller on account of such subrogation rights at any time when all such amounts shall not have been paid in full, such amount shall be held by Paying Seller in trust for Buyer, segregated from other funds of Paying Seller, and shall, forthwith upon receipt by Paying Seller, be turned over to Buyer in the exact form received by Paying Seller (duly indorsed by the paying Seller to Buyer, if required), to be applied against amounts owing to Buyer by Sellers under the Repurchase Documents, whether matured or unmatured, in such order as Buyer may determine. (c) Each Seller shall remain obligated under this Article 30 notwithstanding that, without any reservation of rights against any Seller and without notice to or further assent by any Seller, any demand by Buyer for payment of any amounts owing to Buyer by any other Seller under the Repurchase Documents may be rescinded by Buyer and any the payment of any such amounts may be continued, and the Joined Subsidiaries is accepting joint liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and several liability hereunder this Agreement and the other Repurchase Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of amounts owing to Buyer by Sellers under the Repurchase Documents may be sold, exchanged, waived, surrendered or released. Buyer shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for amounts owing to Buyer by Sellers under the Repurchase Documents, or any property subject thereto. When making any demand hereunder against any Seller, Buyer may, but shall be under no obligation to, make a similar demand on any other Loan Documents Seller, and any failure by Buyer to make any such demand or to collect any payments from any other Seller, or any release of such other Seller shall not relieve any Seller in consideration respect of which a demand or collection is not made or Sellers not so released of their obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the financial accommodations Buyer against Sellers. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. (d) Each Seller waives any and all notice of the creation, renewal, extension or accrual of any amounts at any time owing to Buyer by any other Seller under the Repurchase Documents and notice of or proof of reliance by Buyer upon any Seller or acceptance of the obligations of any Seller under this Article 30, and all such amounts, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of Sellers under this Article 30; and all dealings between Sellers, on the one hand, and Buyer, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the obligations of Sellers under this Article 30. Each Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Seller with respect to any amounts at any time owing to Buyer by any Seller under the Repurchase Documents, other than such notices as are expressly required to be provided given under this Agreement or any of the other Repurchase Documents. Each Seller understands and agrees that it shall continue to be liable under this Article 30 without regard to (a) the validity, regularity or enforceability of any other provision of this Agreement or any other Repurchase Document, any amounts at any time owing to Buyer by Lender Sellers under the Repurchase Documents, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Seller against Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Sellers) which constitutes, or might be construed to constitute, an equitable or legal discharge of Sellers for any amounts owing to Buyer by Sellers under the Repurchase Documents, or of Sellers under this Agreement, for the mutual benefitin bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Seller, directly and indirectlyBuyer may, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect under no obligation to, or perform, pursue such Secured Obligation. Each of Parent rights and the Joined Subsidiaries hereby agrees that remedies as it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any Seller or any other Persons composing Borrower Person or against any collateral security or guarantee related thereto or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from any Seller or any such other Person or to Lender hereunder realize upon any such collateral security or under guarantee or to exercise any such right of offset, or any release of any Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Seller of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Buyer against any Seller. (e) Anything herein or in any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, Repurchase Document to the prior payment contrary notwithstanding, the maximum liability of any Seller hereunder in full in cash respect of the Secured Obligations and, liabilities of the other Sellers under this Agreement and the other Repurchase Documents shall in no event exceed the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding amount which can be guaranteed by each Seller under the applicable federal and state laws of any jurisdiction relating to any the insolvency of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefordebtors.

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

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

Joint and Several Liability. (a) The Obligations of the Borrowers hereunder shall be joint and several in nature regardless of which such Person actually receives or received (or receives or received the proceeds of) Loans, Letters of Credit and other extensions of credit hereunder or the amount of such Loans, Letters of Credit and other extensions of credit received or the manner in which the Administrative Agent or any Lender accounts for such Loans, Letters of Credit and other extensions of credit on its books and records. Each Borrower’s obligations with respect to Loans, Letters of Parent Credit and other extensions of credit made to it hereunder, and each such Borrower’s obligations arising as a result of the Joined Subsidiaries is accepting joint and several liability of such Borrower hereunder, with respect to Loans, Letters of Credit and other extensions of credit made to and other Obligations owing by the other Borrowers hereunder shall be primary obligations of each such Borrower. (b) The obligations of the Borrowers under clause (a) above are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 2.20 that the obligations of the Borrowers hereunder shall be absolute and unconditional under any and all circumstances. Each Borrower agrees that with respect to its obligations under the foregoing clause (a), such Borrower shall have no right of subrogation, indemnity, reimbursement or contribution against the any other Loan Documents Borrower for amounts paid under this Section 2.20 until such time as the Obligations have been paid in consideration full and the Revolving Commitments have expired or terminated. Without limiting the generality of the financial accommodations foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Borrower under the foregoing clause (a), which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to any Borrower, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of any of the Credit Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, or any other agreement or instrument referred to in such Credit Documents, Secured Swap Agreements or Secured Treasury Management Agreements, shall be done or omitted; (iii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Credit Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, or any other agreement or instrument referred to in such Credit Documents, Secured Swap Agreements or Secured Treasury Management Agreements, shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (iv) any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or (v) any of the Obligations shall be determined to be provided by Lender under this Agreementvoid or voidable (including, without limitation, for the mutual benefit, directly and indirectly, benefit of each any creditor of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect any Borrower) or shall be subordinated to the payment and performance claims of all of the Secured Obligations any Person (including, without limitation, any Secured Obligations arising creditor of any Borrower). With respect to its obligations under this Section 11.18the foregoing clause (a), it being each Borrower hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences Administrative Agent or distinction among them. If and to the extent that any of Parent Lender exhaust any right, power or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due remedy or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation proceed against any other Persons composing Borrower with respect to any liability incurred by it hereunder or Person under any of the other Loan Credit Documents, any payments made by it Secured Swap Agreement, any Secured Treasury Management Agreement, or any other agreement or instrument referred to Lender with respect to in such Credit Documents, Secured Swap Agreements, Secured Treasury Management Agreements, or against any other Person under any other guarantee of, or security for, any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforObligations.

Joint and Several Liability. (a) The Obligations of the Borrowers hereunder shall be joint and several in nature regardless of which such Person actually receives or received (or receives or received the proceeds of) Loans, Letters of Credit and other extensions of credit hereunder or the amount of such Loans, Letters of Credit and other extensions of credit received or the manner in which the Administrative Agent or any Lender accounts for such Loans, Letters of Credit and other extensions of credit on its books and records. Each Borrower’s obligations with respect to Loans, Letters of Parent Credit and other extensions of credit made to it hereunder, and each such Borrower’s obligations arising as a result of the Joined Subsidiaries is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreementsuch Borrower hereunder, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to Loans, Letters of Credit and other extensions of credit made to and other Obligations owing by the payment and performance other Borrowers hereunder shall be primary obligations of all each such Borrower. (b) The obligations of the Secured Obligations Borrowers under clause (includinga) above are joint and several, without limitationabsolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents, any Secured Obligations arising under this Section 11.18)Swap Agreement, any Secured Treasury Management Agreement, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by Applicable Law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intention intent of Parent and this Section 2.20 that the Joined Subsidiaries that all obligations of the Secured Obligations Borrowers hereunder shall be the joint absolute and several obligations of Parent unconditional under any and the Joined Subsidiaries without preferences or distinction among themall circumstances. If and to the extent Each Borrower agrees that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of its obligations under the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or performforegoing clause (a), such Secured Obligation. Each Borrower shall have no right of Parent and subrogation, indemnity, reimbursement or contribution against the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or for amounts paid under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations or any collateral security therefor this Section 2.20 until such time as all of the Secured Obligations have been paid in full in cashand the Revolving Commitments have expired or terminated. Any claim which any Without limiting the generality of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of paymentforegoing, without limitation as to any increases in the Secured Obligations arising hereunder or thereunderit is agreed that, to the prior payment in full in cash fullest extent permitted by law, the occurrence of any one or more of the Secured Obligations and, in following shall not alter or impair the event liability of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding Borrower under the laws of foregoing clause (a), which shall remain absolute and unconditional as described above: (i) at any jurisdiction relating time or from time to time, without notice to any Borrower, the time for any performance of Parent or compliance with any of the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment extended, or distribution of any character, whether in cash, securities such performance or other property, compliance shall be made to any other Persons composing Borrower therefor.waived;

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

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

Joint and Several Liability. Each of Parent (a) Notwithstanding any contrary provision contained in this Indenture, the Notes and the Joined Subsidiaries is accepting Collateral Documents to which both of the Issuers are a party, the covenants, agreements and obligations of the Issuers, and either of them, shall be deemed joint and several liability hereunder and under the other Loan Documents in consideration obligations of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured ObligationsIssuers. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (Any waiver including, without limitation, any Secured Obligations arising under suretyship waiver, made by either Issuer in this Section 11.18)Indenture, it being the intention Notes or any Collateral Document to which both of Parent and the Joined Subsidiaries that all the Secured Obligations Issuers are a party shall be deemed to be made also by the joint other Issuer and several obligations references in any such waiver to either Issuer shall be deemed to include the other Issuer and each of Parent and the Joined Subsidiaries without preferences or distinction among them. If and them to the fullest extent that permitted by applicable law. (b) Notwithstanding any contrary provision contained in this Indenture, the Notes or any Collateral Document to which both of Parent the Issuers are a party, each such document to which both Issuers are party shall be deemed to include, without limitation, the following waivers: Each of the Issuers hereby waives and relinquishes all rights and remedies accorded by applicable law to sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including, without limitation, (i) any right to require the Joined Subsidiaries shall fail to make any payment with respect to Trustee or any of the Secured Obligations as and when due Holders (each a "Beneficiary") to proceed against either of the Issuers or any other Person or to perform proceed against or exhaust any security held by a Beneficiary at any time or to pursue any other remedy in the power of a Beneficiary before proceeding against such Issuer or other Person, (ii) the defense of the statute of limitations in any action hereunder or in any action for the collection or performance of the Obligations under the Indenture, the Notes and any of the Secured Obligations Collateral Documents (collectively, the "Note Obligations"), (iii) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any Person or the failure of a Beneficiary to file or enforce a claim against the estate (in accordance administration, bankruptcy or any other proceeding) of any Person, (iv) appraisal, valuation, stay, extension, marshaling of assets, redemption, exemption, demand, presentment, protest and notice of any kind, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non action on the part of a Beneficiary, any Issuer, any endorser, guarantor or creditor of either Issuer or on the part of any other Person under this or any other instrument or document in connection with any Obligation or evidence of Indebtedness held by a Beneficiary as collateral or in connection with the terms thereofNote Obligations, then in each such event(v) any defense based upon an election of remedies by a Beneficiary, including, without limitation, an election to proceed by non judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of either Issuer, the right of either Issuer to proceed against the other Persons composing Borrower will make such payment with respect toIssuer or any other Person for reimbursement, or performboth, (vi) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, (vii) any duty on the part of a Beneficiary to disclose to either Issuer any facts a Beneficiary may now or hereafter know about either of the Issuers or any other Person, regardless of whether a Beneficiary has reason to believe that any such Secured Obligationfacts materially increase the risk beyond that which such Issuer intends to assume, or has reason to believe that such facts are unknown to such Issuer, or has a reasonable opportunity to communicate such facts to the either Issuer, because each Issuer acknowledges that each Issuer is fully responsible for being and keeping informed of the financial condition of each of the Issuers or any other Person and of all circumstances bearing on the risk of non payment of any Note Obligations, (viii) any defense arising because of the election of a Beneficiary, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Law, (ix) any defense based upon any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law, (x) any claim or other rights which it may now or hereafter acquire against the other Issuer or any other Person that arises from the existence of performance of each Issuer of its obligations under this Indenture, the Notes or any Collateral Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy by a Beneficiary against the other Issuer or any collateral which a Beneficiary 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 either of the Issuers or any other Person, directly or indirectly, in cash or other property or by set off or in any other manner, payment or security on account of such claim or other rights, (xi) any rights which it may acquire by way of contribution under this Indenture, the Notes or any Collateral Document, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from any other Person, directly or indirectly, in cash or other property or by set off or in any other manner, payment or security on account of such contribution rights, and (xii) any defense based on one action laws and any other anti deficiency protections granted to guarantors by applicable law. No failure or delay on the Trustee's part in exercising any power, right or privilege under this Indenture shall impair or waive one such power, right or privilege. Each of Parent the Issuers acknowledges and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution nonrecourse or subrogation against exculpation provided for in this Indenture, the Notes or any Collateral Document, or any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any provision of this Indenture, the other Loan Documents, any payments made by it to Lender with respect to any of the Secured Obligations Notes or any collateral security therefor until such time as all of Collateral Document, limiting the Secured Obligations Beneficiaries' recourse to specific collateral, or limiting the Beneficiaries' right to enforce a deficiency judgment against the Issuers, shall have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, absolutely no application to the prior payment in full in cash of Issuers' liability under this Indenture, the Secured Obligations and, in Notes or any Collateral Documents. (c) In the event of any insolvencyinconsistency between the provisions of this Article 13 and the corresponding provisions of this Indenture, bankruptcythe Notes or any Collateral Document to which both of the Issuers are a party, receivership, liquidation, reorganization or other similar proceeding under the laws provisions of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations this Indenture shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforgovern.

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting Parties in Interest; ------------------------------------------------- Assignments; Replacement Notes. ------------------------------ (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several liability hereunder obligations and under liabilities. All grants, covenants and agreements contained in the other Loan Documents in consideration shall bind and inure to the benefit of the financial accommodations parties thereto and their respective successors and permitted assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all Lenders. Neither Borrower nor any Affiliates of Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to be provided by any Lender under this Agreementnor will any Lender accept any offer to do so, for unless each Lender shall have received substantially the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability same offer with respect to the payment and performance same Percentage Share of the Obligations owed to it. If Borrower or any Affiliate of Borrower at any time purchases some but less than all of the Secured Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until Borrower or its Affiliates have purchased all of the Obligations. (includingb) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without limitation, any Secured Obligations arising under this Section 11.18regard to the sale of such participation), it being and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the intention consent of Parent such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 10.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the Joined Subsidiaries sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to Administrative Agent and Borrower; provided, however, that no liability shall arise if any Lender fails to give such notice to Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, or, subject to the provisions of subsection (g) below, to an Affiliate and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If assignor Lender hereunder and to the extent unused portion of the assignor Lender's commitments, so that any of Parent or after such assignment is made the Joined Subsidiaries assignor Lender shall fail have a fixed (and not a varying) Percentage Share in its Loans and Note and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such Loans and Note and be committed to make that Percentage Share of all future Loans, and the Percentage Share of the Maximum Loan Amount of each of the assignor and assignee shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the "Register" (as defined below in this section), an Assignment and Acceptance in the form of Exhibit J, appropriately completed, together with the Note subject to such assignment and a processing fee payable by such assignor Lender (and not at Borrower's expense) to Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then (i) Borrower shall issue new Notes to such assignor and assignee upon return of the old Notes to Borrower, and (ii) as of the "Settlement Date" specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and Administrative Agent shall thereupon deliver to Borrower and each Lender a revised Schedule 1 hereto showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide Administrative Agent and Borrower with the "Prescribed Forms" referred to in Section 3.7(d). (d) Any Lender may at any payment with respect time pledge all or any portion of its Loan and Note (and related rights under the Loan Documents including any portion of its Note) to any of the Secured Obligations as and when due or to perform any twelve (12) Federal Reserve Banks organized under Section 4 of the Secured Obligations in accordance with the terms thereofFederal Reserve Act, then in each 12 U.S.C. Section 341. No such event, the other Persons composing Borrower will make pledge or enforcement thereof shall release any such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of Lender from its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or obligations under any of the other Loan Documents; provided that all related costs, fees and expenses in connection with any payments made by it such pledge shall be for the sole account of such Lender. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with Borrower, Administrative Agent and each other Lender with respect Party that such assignee understands and agrees to any the terms hereof, including Article IX hereof. (f) Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the Secured Obligations or any collateral security therefor until such time as all names and addresses of Lenders and the Percentage Shares of, and principal amount of the Secured Obligations have been paid Loans owing to, each Lender from time to time (in full in cashthis section called the "Register"). Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases The entries in the Secured Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Secured Obligations andRegister shall be conclusive, in the event absence of manifest error, and Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender Party hereunder for all purposes. The Register shall be available for inspection by Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. (g) Any Lender may assign or transfer its commitment or its rights under its Loans or under the Loan Documents to (i) any Affiliate that is wholly-owned direct or indirect subsidiary of such Lender or of any insolvencyPerson that wholly owns, bankruptcydirectly or indirectly, receivershipsuch Lender, liquidationor (ii) if such Lender is a fund that invests in bank loans, reorganization any other fund that invests in bank loans and is advised or other similar proceeding under managed by (A) the laws same investment advisor as any Lender or (B) any Affiliate of such investment advisor that is a wholly-owned direct or indirect subsidiary of any jurisdiction relating Person that wholly owns, directly or indirectly, such investment advisor, subject to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefor.following additional conditions:

Joint and Several Liability. Each of Parent and the Joined Subsidiaries is accepting (a) The Borrowers shall have joint and several liability in respect of all Obligations hereunder and under any other Credit Document to which any Borrower is a party, without regard to any defense (other than the defense that payment in full has been made), set-off or counterclaim which may at any time be available to or be asserted by any other Credit Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers' liability hereunder, in bankruptcy or in any other instance, and the Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other Person at any time of any right or remedy against the Borrowers or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any Collateral or guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against the other Loan Documents in consideration of the financial accommodations to be provided by Lender under this Agreement, for the mutual benefit, directly and indirectly, of each of Parent and the Joined Subsidiaries and in consideration of their undertakings to accept joint and several liability for the Secured ObligationsBorrower. Each of Parent and the Joined SubsidiariesBorrower hereby expressly waives, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect to the payment and performance of all of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as Loans made to the other Borrower hereunder and when due or to perform any of the Secured Obligations amounts owing hereunder by such other Credit Parties in accordance with respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the terms thereofAgent or any Lender exhaust any right, then in each power or remedy or proceeds against such event, other Credit Parties under this Agreement or the Notes or any other Persons composing Borrower will make such payment with respect toagreement or instrument referred to herein or therein, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Person under any other guarantee of, or security for, any of such amounts owing hereunder. (b) Notwithstanding any other provisions of this Agreement or the other Credit Documents, the maximum aggregate amount for which a Borrower shall be liable hereunder with respect to Loans to the other Borrower and other Obligations of the other Borrower shall not exceed the maximum aggregate amount of Obligations which does not render this Section 1.14, as it relates to such Borrower, void or voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer. Subject to the preceding sentence, each Borrower shall be liable for payment of Obligations when due and not for collection thereof and each Lender may, from time to time, enforce this provision against any liability incurred by it hereunder Borrower up to the full amount of the Obligations owed to such Lender without proceeding against the other Borrower, against any security for the Obligations, against any Subsidiary Guarantor or under any Subsidiary Guarantee covering the Obligations. (c) The Borrowers hereby agree, as between themselves, that if any Borrower (an "Excess Funding Borrower") shall pay amounts in excess of the portion of the then outstanding Obligations which have arisen in respect of extensions of credit to or for the benefit of the Excess Funding Borrower the other Loan DocumentsBorrower shall, on demand (but subject to the next sentence hereof), pay to the Excess Funding Borrower an amount equal to such excess. The payment obligation of any payments made by it Borrower to Lender any Excess Funding Borrower under this Section 1.14(c) shall be subordinate in right of payment to, and subject to, the prior payment and satisfaction in full of the Obligations of such Borrower under the other provisions of this Agreement and the other Credit Documents and such Excess Funding Borrower shall not exercise any right or remedy with respect to any such excess until payment and satisfaction in full of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid Obligations; in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing addition, no Borrower with respect shall be obligated to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, pay to the prior payment in full in cash Excess Funding Borrower an amount under this Section 1.14(c) greater than the amount which, when taken together with the aggregate of the Secured amounts paid by it under this Credit Agreement and all other payments under this Section 1.14, would exceed the portion of the then outstanding Obligations and, which have arisen in respect of extensions of credit to or for the event benefit of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower thereforBorrower.

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

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

Joint and Several Liability. (a) Each Seller hereby acknowledges and agrees that Seller shall be jointly and severally liable to Buyer to the maximum extent permitted by applicable law for all representations, warranties, covenants, obligations and indemnities of Parent Seller hereunder. (b) Each Seller hereby agrees that, to the extent another Seller shall have paid more than its proportionate share of any payment made hereunder, Seller shall be entitled to seek and receive contribution from and against any other Seller which has not paid its proportionate share of such payment; provided however, that the provisions of this clause shall in no respect limit the obligations and liabilities of any Seller to Buyer, and, notwithstanding any payment or payments made by any Seller (the "paying Seller") hereunder or any set-off or application of funds of the paying Seller by Buyer, the paying Seller shall not be entitled to be subrogated to any of the rights of Buyer against any other Seller or any collateral security or guarantee or right of offset held by Buyer, nor shall the paying Seller seek or be entitled to seek any contribution or reimbursement from the other Seller in respect of payments made by the paying Seller hereunder, until all amounts owing to Buyer by the Seller under the Repurchase Documents are paid in full. If any amount shall be paid to the paying Seller on account of such subrogation rights at any time when all such amounts shall not have been paid in full, such amount shall be held by the paying Seller in trust for Buyer, segregated from other funds of the paying Seller, and shall, forthwith upon receipt by the paying Seller, be turned over to Buyer in the exact form received by the paying Seller (duly indorsed by the paying Seller to Buyer, if required), to be applied against amounts owing to Buyer by Seller under the Repurchase Documents, whether matured or unmatured, in such order as Buyer may determine. (c) Each Seller shall remain obligated under this Section 12.10 notwithstanding that, without any reservation of rights against Seller and without notice to or further assent by Seller, any demand by Buyer for payment of any amounts owing to Buyer by any other Seller under the Repurchase Documents may be rescinded by Buyer and any the payment of any such amounts may be continued, and the Joined Subsidiaries is accepting joint liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and several liability hereunder this Agreement and the other Repurchase Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of amounts owing to Buyer by Seller under the Repurchase Documents may be sold, exchanged, waived, surrendered or released. Buyer shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for amounts owing to Buyer by Seller under the Repurchase Documents, or any property subject thereto. When making any demand hereunder against any Seller, Buyer may, but shall be under no obligation to, make a similar demand on any other Loan Documents Seller, and any failure by Buyer to make any such demand or to collect any payments from any other Seller, or any release of such other Seller shall not relieve any Seller in consideration respect of which a demand or collection is not made or Seller not so released of their obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Seller. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings. (d) Each Seller waives any and all notice of the financial accommodations creation, renewal, extension or accrual of any amounts at any time owing to Buyer by any other Seller under the Repurchase Documents and notice of or proof of reliance by Buyer upon Seller or acceptance of the obligations of Seller under this Section 12.10, and all such amounts, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of Seller under this Section 12.10; and all dealings between the Sellers, on the one hand, and Buyer, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the obligations of the Seller under this Section 12.10. Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Seller with respect to any amounts at any time owing to Buyer by Seller under the Repurchase Documents, other than such notices as are expressly required to be provided given under this Agreement or any of the other Repurchase Documents. Each Seller understands and agrees that it shall continue to be liable under this Section 12.10 without regard to (a) the validity, regularity or enforceability of any other provision of this Agreement or any other Repurchase Document, any amounts at any time owing to Buyer by Lender Seller under the Repurchase Documents, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by Buyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Seller against Buyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Seller) which constitutes, or might be construed to constitute, an equitable or legal discharge of Seller for any amounts owing to Buyer by Seller under the Repurchase Documents, or of Seller under this Agreement, for in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Seller, Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against Seller or any other Person or against any collateral security or guarantee related thereto or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Seller of any liability hereunder, and shall not impair or affect the mutual benefitrights and remedies, directly and indirectlywhether express, implied or available as a matter of law, of each of Parent and the Joined Subsidiaries and Buyer against Seller. (e) Anything herein or in consideration of their undertakings to accept joint and several liability for the Secured Obligations. Each of Parent and the Joined Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with respect any other Repurchase Document to the payment and performance contrary notwithstanding, the maximum liability of all Seller hereunder in respect of the Secured Obligations (including, without limitation, any Secured Obligations arising under this Section 11.18), it being the intention of Parent and the Joined Subsidiaries that all the Secured Obligations shall be the joint and several obligations of Parent and the Joined Subsidiaries without preferences or distinction among them. If and to the extent that any of Parent or the Joined Subsidiaries shall fail to make any payment with respect to any of the Secured Obligations as and when due or to perform any of the Secured Obligations in accordance with the terms thereof, then in each such event, the other Persons composing Borrower will make such payment with respect to, or perform, such Secured Obligation. Each of Parent and the Joined Subsidiaries hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Persons composing Borrower with respect to any liability incurred by it hereunder or under any liabilities of the other Loan Documents, any payments made Sellers under this Agreement and the other Repurchase Documents shall in no event exceed the amount which can be guaranteed by it to Lender with respect to any of the Secured Obligations or any collateral security therefor until such time as all of the Secured Obligations have been paid in full in cash. Any claim which any of Parent or the Joined Subsidiaries may have against any other Persons composing Borrower with respect to any payments to Lender hereunder or Seller under any other Loan Documents are hereby expressly made subordinate applicable federal and junior in right of payment, without limitation as to any increases in the Secured Obligations arising hereunder or thereunder, state laws relating to the prior payment in full in cash insolvency of the Secured Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any of Parent or the Joined Subsidiaries, their respective debt or assets, whether voluntary or involuntary, all such Secured Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Persons composing Borrower therefordebtors.

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

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

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